BTTX2: Time of the Spider
by Flaming Trails
Summary: The Browns and McFlys are back in New York, this time to attend the marriage of Jennifer's cousin Peter. But life for the XMen and SpiderMan never stays quiet for long. . . .
1. Chapter 1

BTTX-2: Time of the Spider

by Flaming Trails

A BTTF/"Spider-Man"/"X-Men" Crossover

Disclaimer: I don't own BTTF, Spider-Man, or X-Men. If I did, I'd have Doc Brown try to fix some of the continuity problems in the latter two. (Or start a wicked new time travel story arc.)

Chapter 1

Thursday, October 13th, 2004

Hill Valley

10:15 A.M.

"**DOC OCK FOUND DEAD"**

_Last night, police divers finally located the body of Dr. Otto Octavius, better known as the infamous "Dr. Octopus," in the Hudson River. The body was taken directly to Midtown Hospital, where an autopsy was performed. Despite the extensive decay of the body, medical professionals were able to determine that Dr. Octavius had died from intense heat exposure. Dr. Octavius was best known in the scientific community for his work in creating and stabilizing fusion reactions. In the community at large, he was best know for his criminal exploits as the criminal Dr. Octopus, aided and abetted by the vigilante Spider-Man._

Dr. Emmett "Doc" Brown sighed and set his copy of _The Daily Bugle_ down. "Such a waste," he muttered. "Such a terrible waste."

"What is, honey?" Clara asked, poking her head in from the kitchen.

Doc held up the paper. "They found Otto Octavius's body. I was just thinking what a shame it was that his talent is gone forever. The man was a genius, Clara. I talked to him once, at a science conference. He had some truly earth-shattering ideas, including that fusion generator he built." Doc put the paper down again and looked at it. "I really would have never imagined that he'd go insane and end up a twisted supervillian, bent on completing a project no matter what the cost."

Clara came in, wiping her hands on a dishcloth. "Well, the reports did indicate that he'd lost his mind after the accident. Didn't he start talking to those actuators he built?"

"That's true, yes. Although," Doc admitted, looking thoughtful, "those arms were supposed to contain a sort of AI. Perhaps they were talking to him. Or, more accurately, they were feeding him his own dark desires."

"Well, that's certainly an interesting take on it. When did you become a psychologist?"

Doc smiled. "Well, I did make it a point to study a little of everything while in college." His smile vanished as he took one last look at the paper. "Godspeed Otto. May you be reunited with your Rosie."

Clara kissed Doc's forehead. "Amen." She took the paper away. "So, what are your plans for the rest of the day?"

"Well, Marty and Jules are coming over to help me with refining my line of automatic breakfast makers. The pancake cooker is still on the fritz." Suspiciously, he added, "Has been ever since I served up my last batch of pancakes two weeks ago."

Clara looked at him with wide eyes. "Oh, Emmett, we did not sabotage your machine."

"I mean, I know _now_ that trying to make a decent pancake mix out of sawdust is a bad idea. . . ."

Clara couldn't help but laugh. "I still don't know how you came up with that idea in the first place."

'I'll give you a hint, it was on an empty stomach." Doc got up from the table and stretched. "Do you have any special plans for the day?"

"J.C.'s coming over to help me organize our photo album -- the real one, not the public one. We've put it off for far too long." She sighed nostalgically. "Do you remember when she first came to live with us? How excited she was to have a new family?"

Doc nodded, smiling. "I was so glad when she agreed to come. I always kind of wanted a daughter. I'm just sorry we missed out on the first 17 years of her life."

"Me too. But it's good enough that we got to be there for the next 17." Clara rolled her eyes playfully. "Now if only she'd marry and give me some grandkids!"

Doc laughed. "You say that about _all_ our children."

"I miss having little ones around. The house seems so empty now that they've grown up and moved out."

"We still have the McFly kids, you know. Marty and Jennifer don't mind if we spoil them a bit."

"Of course I love Douglas and Marlene, Emmett. I'd just like some babies from our gene pool. And don't start with how J.C. was adopted," she warned, seeing Doc open his mouth. Doc just smiled.

There was a knock at the door. "I'll get it," Clara said. "It's probably J.C. anyway." Doc nodded absently, his attention back on the Octavius article. Clara went to the door to find Marty and Jennifer standing there, looking rather excited. "Oh, hello you two! I didn't realize you were coming over as well, Jennifer."

"We've got some news for everyone," Jennifer explained, grinning. "It's about my cousin."

"Really? Then come in and tell us all about it." She led the couple inside, calling ahead," Emmett, Marty and Jennifer are here!"

"Don't forget us," a high-pitched voice piped up from outside.

"Wait up, Mommy and Daddy," another similar voice agreed.

The adults chuckled as Douglas and Marlene, the McFly's six-year-old twins, raced in. "What were you doing dawdling in the yard instead of staying with us?" Jennifer gently scolded.

"We found this really cool bug," Marlene explained.

"Marlene was poking it with a stick," Douglas nodded.

Marty couldn't help but smile a little. "Sounds interesting enough. But you should really try to stick with us whenever we go somewhere."

"But it was a really cool bug," Marlene protested.

"We're sure it was, but we don't want you going off where we can't find you" Jennifer said firmly. "We don't want anything happening to you."

"We know, Mommy," Douglas said, hugging her leg in apology.

"Great Scott, Marty, since when do you arrive here before me?" Jules's voice said.

Marty waved over his wife's head. "Hey Jules. Hey Verne."

"Hey Marty," Verne waved back. "Jules's car battery died, so I had to give him a ride."

"I just couldn't get it to recharge," Jules added with a sigh. "Guess I'll have to pick up a new one after we're done here." He leaned down and ruffled the twins' hair. "Hey kids, how are you?"

"We found a cool bug in the yard," Marlene reported. "Big and yellow. I poked it with a stick."

"Cool," Jules grinned. "I bet Verne would be interested in that."

"Yeah," Marlene said, going over to hug Verne. "Do you think you could talk to it?"

"I dunno -- my success rate with bugs isn't that great," Verne shrugged. "I'm better with birds and higher-order mammals. But I'll try."

"Good."

Doc noticed that Jennifer was holding an envelope. "Is that your news?" he asked her curiously.

"Yup." She looked around. "Is the whole family coming over today?"

"Well, I did invite J.C. over to help me with our photo album."

"Okay then, I'll wait for her."

"Seems like quite an important piece of news," Doc noted.

"It's important to me, at least," Jennifer admitted. "And you too, actually. So I figured I might as well tell everyone at once."

"Wise plan."

"Are you still making sawdust food, Doc?" Douglas asked Doc cheerfully.

Doc groaned. "I'm never going to live that down, am I?"

"It _was_ pretty outlandish, Doc," Marty snickered.

"This from a man who, while working through lunch, set all his songs to the Oscar Meyer weiner song."

"Hey, at least I didn't try to eat my notes."

There was another knock at the door. "Hey, Mom, I'm here," J.C. called.

"Come on in," Clara called back. "We're having a bit of an impromptu family reunion."

J.C. laughed as she entered the dining room. "I see. Nice to see you all, of course. How are things at the zoo, Verne?"

"Pretty good -- I finally convinced my supervisors to change Millie the polar bear's diet. She kept complaining to me about how there was too much corn in her food."

"That's good. I don't see why they'd give corn to a carnivore anyway."

"Me either."

"Mommy's got news," Marlene said to J.C. "Something about -- a wedding, right Mom?"

"Marlene, let your mother tell everyone," Marty said. "It's her news after all."

"Sorry."

"Oh, is someone in your family getting married?" Clara asked Jennifer, leading the group into the living room.

"Yup -- my cousin Peter," Jennifer said with a grin. "To his old next-door neighbor, Mary Jane Watson. About time, I say -- he's been mooning over her long enough." She pulled the invitation and a letter out of the envelope. "It's in New York, in Central Park, on November 1st, and we're all invited."

"We?" Verne repeated, surprised. "We don't know Peter."

Marty giggled. "Well, you see, Doc's kind of our wedding present to Peter."

Doc blinked a few times. "Come again?"

"My Aunt May sent along this letter. _Dear Jennifer: I hope you and your family and friends are doing well. I really hope that you can make the wedding, as Peter and I would love to see you again. I know that your husband Marty is a very close friend of one Dr. Emmett L. Brown. Dr. Brown is one of Peter's idols, and seeing that he got to meet Dr. Octavius before that whole mess with Dr. Octopus, I think it would be wonderful if Peter got to meet Dr. Brown as well. If he's willing to come, tell him that he and his family are invited to attend the wedding -- I've already talked this over with Mary Jane, and she's willing to accommodate them. I'm looking forward to seeing all of you. Love, Aunt May._"

Doc blushed. "One of his idols. I'm flattered."

"Well, I think that's very nice of Peter's mother," Clara smiled. "Of course we'll be attending, right Emmett?"

"Of course," Doc smiled back. "I wouldn't want to disappoint the kid."

"Thanks guys," Jennifer said. "Although I should probably point out that Aunt May is Peter's aunt too. Peter's parents -- my Dad's younger brother and his wife -- died in a plane crash when he was four."

J.C. frowned thoughtfully. "Peter Parker. . . . Whoa! Jennifer, is he _the_ Peter Parker? The one who takes the pictures of Spider-Man?"

"That's him," Jennifer nodded proudly, hands folded on her lap.

"Great Scott!" Jules exclaimed.

"That's cool," Verne agreed, eyes bright. "Spider-Man's one of the big-league superheroes."

"I know. Peter's certainly made good for himself, it seems." Jennifer smiled mischievously at Marty. "I wonder what he'd say if he discovered that my husband was Clockstopper of the X-Men?"

"Probably ask if he could get a few pictures of me in action as well," Marty joked.

"I dunno, Marty," Doc said with a twinkle in his eyes. "Stopping time probably doesn't photograph all that well. Controlling electricity, however--" he stretched out his hand, producing a glowing ball of sparks "-- well, I'm sure that would make for some dramatic pictures."

"Oh, get over yourself, Lightning. I don't think electricity would photograph that well either."

"I wonder if he'd be able to photograph my illusions," J.C. wondered, sucking in her lower lip.

"A camera isn't like the human brain -- I don't think he could," Jules said. "It would make for some amusing pictures, though, seeing people react to nothing." J.C. laughed and nodded.

"My ability would be the best to photograph," Verne bragged. "Can't get much more tangible than animals."

"Boys -- and girl -- stop trying to one-up one another," Clara said mock-scoldingly.

"So, what's Peter like?" Verne asked, leaning back in his chair.

"Well, he's a lot younger than me -- born in 1984, moved in with Aunt May and Uncle Ben in 1988. You guys would like him, he's a science whiz."

"Specializing in what?" Jules inquired. "Physics? Chemistry?"

"He's shown aptitude in physics, but he's most interested in biology." Jennifer made a face. "For some reason, he loves spider biology. He sent me a few rather disgusting pictures once."

"Ewww," J.C. said, wrinkling her nose.

"My thoughts exactly."

"Come on, Mom, those were cool," Douglas grinned.

"Yeah, I like bug guts," Marlene nodded.

"Wonderful children you're raising there," Doc deadpanned, making the McFlys chuckle. "I'll be looking forward to meeting Peter."

Saturday, October 23rd, 2004

New York, New York

3:21 P.M.

_Harry. . . ._

Harry didn't even glance up from his report. "Hello, Father."

_Hello, Father, he says. The little weakling who hasn't done a _thing_ to eliminate Parker. To avenge my death. Why are you delaying, son? You know my secrets! _USE THEM!

Now Harry did glance up, looking rather annoyed. His father always bothered him at the most inconvenient times. "I told you, _Norman--_" that always ticked his father off "-- I'm taking care of it!"

_Taking care of it? How can that be when you've barely _touched_ my legacy to you?_

"It's all about the Goblin with you."

_The Goblin made me strong. Helped me take control of Oscorp when it all seemed to be slipping away. You mewling whelp, if not for me, you wouldn't be in charge of this company. You'd be off somewhere in the gutter, drinking yourself to death. You owe it to me to eliminate Spider-Man!_

Harry stood up, picking up his ever-present shot glass. "And I'm going to. I hate that bug as much as you do. More, even. He pretended to be my best friend while he quietly stole everything from me. My first girlfriend. . .your love. . .you. . . ." He pulled some whiskey out of the cabinet and poured himself a shot.

_So why delay? Use the Goblin formula and make him pay!_

"Don't you see? If I do, Peter will immediately know it's me! He'll know what to expect, and how to defeat me. Much as you want me to, I can't become Green Goblin Junior."

_Fine. Then what's your plan?_ Norman asked sarcastically.

Harry grinned. "Luckily, the Octavius project didn't sap all our funds. Despite the stain on our name, Oscorp is still functioning." He downed his shot, bringing the bottle over to his desk. "I diverted the rest of our funds to a special project. We're now working on designing a specialized cloaking/weaponry device. A sort of sentient suit, if you will."

_Go on._ Norman actually sounded interested.

"Well, we've been working on this special substance that was found on a meteorite from some God-forsaken town in Kansas. According to these reports, it can imitate any costume or piece of clothing, blend chameleon-like into backgrounds, create a sort of high-tensile 'webbing,' cling to sheer surfaces, and gives the wearer heightened strength and reflexes." He poured himself a second shot and gulped it down. "Oh, yeah, it's also immune to most forms of detection. The scientists try to give me some crap about it being alive, but it's a lump of damn goo. You can't expect goo to be alive."

There was a moment of silence. Then Norman replied, in a tone he had rarely used with Harry, _You've done well, my son. Despite my expectations, you've done very well. I'm proud of you._

Harry grinned, choosing to ignore the backhanded way the compliment was phrased. "Thanks Dad."

_So, you'll wear this suit to destroy Spider-Man?_

"Basically. It's full capabilities haven't been tested yet. Luckily, I know enough to hire a patsy to do that for me. Once he's determined the suit's limits, I'll have him quietly killed and take it for myself."

_Why not just test it yourself? I tested the Goblin formula on myself._

"Yeah, and look where that got you. Besides, the research scientists have been keeping an annoyingly close eye on me. Better to do it this way." He tossed his glass from one hand to the other. "I'm not going to screw this up, Dad. Trust me."

_Just keep on your toes, son. Peter is a wily fellow._

"Yeah, I know."

"Am I interrupting something?"

Harry spun around, startled. Someone was standing on his balcony outside. Someone in solid grey clothing, wearing a matching cape. Someone with a weird-looking metal helmet on his head. Someone with a worn and tired face, and eyes that had seen too much and become bitter for it.

Harry frowned. The man was familiar. He'd seen his face on the news periodically. "Magneto?"

Magneto smiled. "Hello, Mr. Osborn."

"How long have you been there?" Harry asked cautiously. The last thing he needed was for someone to leak that he often had conversations with his dead father. That would really be the final nail in the Osborn coffin. "Hell, how'd you get there?"

Magneto spread his arms theatrically. "The building is supported by steel girders. All I had to do was create a magnetic field of the appropriate strength and size. As for how long I've been here -- long enough to hear about that amazing suit of yours."

"It's mine! You can't have it!" Harry automatically reached for his desk, thinking of the gun inside. "I worked really hard to get my hands on it! It's _mine_!"

"Tut tut, there's no need to act like a three-year-old," Magneto scolded. "Actually, I have a proposition for you."

Harry paused, regarding him skeptically. "A proposition," he repeated.

Magneto nodded. "You say you need a patsy to test the suit on. I believe I can find someone for you. In return, when you take the suit for yourself, you help me destroy the X-Men."

"Why would I want to destroy the X-Men?"

Magneto leaned forward, a dangerous look in his eyes. "Destroy them, and I'll spare you when I destroy the human race."

"Compelling argument," Harry admitted calmly, trying not to show that Magneto had rattled him. "I just thought -- weren't you and Charles Xavier friends once?"

"Once," Magneto nodded, a weary note in his voice. "But Charles has shown himself too unwilling to change. He still thinks that humanity is worth saving." Magneto shook his head. "Humanity wants mutants dead. They want to isolate them all, then kill them." He pulled back his sleeve to reveal a faded blue number tattooed on his inner forearm. "I lived through that once, Mr. Osborn. I won't go through it again."

He sighed and turned away. "I tried doing things Charles's way. I petitioned a number of governments for the use of some of their land. I wanted to create a homeland for all mutants, where we could live without fear or hatred. Genosha." For a moment, Magneto's eyes were bright, even hopeful. Then they turned dark again, and his voice became bitter. "They all laughed in my face. The bastards."

"So now you want to wipe humanity off the face of the earth?"

Magneto waved a hand carelessly. "Your time has come. Evolution has spoken. We are homo superior. Survival of the fittest, and we are the fit."

Harry couldn't help but wonder if Magneto had learned that from the Nazis. He wisely kept his mouth shut. Instead, he allowed his mind to wander down a different path. "You know. . .I've heard Spider-Man associates with the X-Men," he said slowly.

"He does," Magneto nodded. "The team has gone on record saying that they'll work with him, and he them. They consider each other allies."

Harry's face turned red with anger. "Yeah. Destroy the X-Men." He extended a hand toward Magneto. "Bargain struck."

Magneto shook it, grinning nastily. "I'll start looking for the right man immediately."

Monday, November 1st, 2004

New York, New York

1:24 P.M.

_Wow. So this is it._

Peter pulled at his tie, sweating profusely. In just a few minutes, he was going to marry the girl of his dreams, Mary Jane Watson. The woman he had loved all of his life would actually be his. _I shouldn't be nervous. I should be happy,_ he told himself firmly.

And he _was_ happy. Mary Jane loved him. Loved him even though he had pushed her away. Loved him even though he had toyed with her feelings. Loved him even though he was Spider-Man.

But he was nervous too. After all, it had taken them roughly two years to finally get together. Now, after only a few months of official dating, they were getting married. What if Mary Jane changed her mind? What if she decided she needed more space? What if she simply left him there at the altar?

_Not that I wouldn't kind of deserve it,_ Peter admitted to himself. _Considering what happened with John while I was trying to get my stupid act together. Be a sort of karmic justice, I suppose._

A cold breeze passed by, making him shiver. He and M.J. were getting married in Central Park -- not exactly on a hilltop like he had dreamed, but close enough in New York. Besides, if they went to any higher ground, they'd probably freeze to death. As it was, they had lucked out that the day of the wedding had managed to get into the mid-50s. Mary Jane was still with her attendants, leaving Peter to stand in the front and worry. _Please let this be the right decision. Please let this work out_, he begged.

He tried to calm his nerves with a few deep breaths. He seemed to be the only one worrying about this "quickie" wedding. Everyone else seemed to think it was long-overdue. Aunt May, Madeline Watson, Mary Jane's friend Louise -- hell, even her _former fiance_, John Jameson, thought they belonged together. _They _all_ can't be wrong. I'm just being silly, worrying like this._

He looked over at the small crowd of people sitting on folding chairs in front of him. Speaking of John Jameson, he couldn't believe the man had accepted their invitation. Both Mary Jane and Peter had felt extremely guilty about starting their relationship on what would have been his wedding day. After Peter had returned from rescuing some hostages of a bank robber, he and M.J. had called John and apologized until they were blue. John had been shockingly civil about it all, saying he understood and that he'd instinctively known they were rushing into things. (Although he had admitted that he wished M.J. had made her decision _before_ the actual wedding.) He had even complimented Mary Jane on "aborting the mission" before things went completely wrong. The three of them had even become friends after an initial period of awkwardness. _Probably helped,_ Peter thought with a slight grin, _by how willing Louise was to pick up where Mary Jane left off._

Aunt May and Madeline Watson were in the front row of course, sniffling and smiling. Phil Watson was there too, a few seats away from the women and looking a tad uncomfortable. Peter was glad to see that M.J.'s father was starting to clean up his act and reconcile with his daughter. M.J.'s theater and modeling pals and his own friends from _The Daily Bugle_ filled out most of the other seats. There were one or two of Aunt May's friends too, M.J.'s aunt Anna --

Then Peter saw a face he knew best from photographs. He grinned and gave his cousin Jennifer a little wave. She waved back, smiling broadly. Her husband and two kids also waved, as well as --

Peter's eyes nearly fell out of his head. Sitting next to the twins was none other then Dr. Emmett Lathrop Brown, eminent quantum physicist -- and another one of Peter's idols. _Wow. What -- what is he doing at my wedding? I knew he was friends with Jennifer's husband, but --_

_Aunt May._

He turned back to look at his aunt. She winked at him. Peter shook his head, chuckling to himself. _She must have told them how much I wanted to meet the guy. Yeowza. Thanks Aunt May._

Suddenly, the strains of the wedding march -- as heard from a conveniently placed CD player -- sounded. Peter looked down the aisle as M.J.'s attendants demurely walked up and took their places. His heart began beating like a triphammer. _This is it,_ he though, sweating again. _The end of bachelorhood._

And then -- she appeared. Mary Jane Watson. She was in a simple, white, off-the-shoulder dress, he hair loose on her shoulders. In her hands, she held a bouquet of carnations, her favorite flower. Looking at her, all of Peter's worries disappeared. All that mattered was that he was going to spend the rest of his life with the woman he loved.

Mary Jane walked up to him, her eyes shining. Peter just barely fought off the urge to sweep her into his arms and kiss her right then and there. He settled instead for taking her hand and squeezing it. They remained holding hands throughout the ceremony. Finally, the priest said, "By the power vested in me, I pronounce you man and wife. You may kiss the bride."

Peter looked straight into M.J.'s eyes. They smiled at each other. Then their lips met in a burst of passion.

And all was right with the world.


	2. Chapter 2

Chapter 2

Monday, November 1st, 2004

New York, New York

1:46 P.M.

Doc sipped his punch as he watched Peter and M.J. talk to their friends. Even though he barely knew them, he could see that they belonged together. They each seemed mesmerized by the other, holding hands tightly and sharing loving glances. Doc smiled and took Clara's hand. It was always nice to see someone find their soulmate. _Just be thankful you didn't have to travel 100 years into the past to find her, kid!_

Jennifer sighed as she looked at them. "They are so cute together." She happily laid her head on Marty's shoulder and looked up at him. "Remember when we were happy newlyweds?"

Marty nodded. "Nothing like knowing the girl you love is yours forever. And that knowledge just gets better with age." They kissed.

Douglas and Marlene had less favorable opinions. "They're acting silly," Marlene complained. "All kissy and huggy." Softer, she added, "Are we that silly older?"

"I dunno, sweetheart," Marty admitted. "Mom only saw you the once, and not with any boyfriends. And you didn't seem to have a girlfriend when I saw you, Douglas."

"I think we're gonna be silly," Douglas said, looking none too thrilled at the prospect. "Jules and Verne were silly too."

"Get used to it, squirts," Verne said, ruffling their hair playfully. "It's all part of growing up."

"Besides, when you're older, you won't care about being silly," J.C. nodded, hugging them. "Hell, I've still got a slight crush on one cute X-Man -- Nightcrawler, Dad," she quickly added, seeing Doc's startled look. "I got over the one on you years ago."

"You're weird," Douglas informed her.

"That's why I'm a graphic artist."

A white-haired woman approached the group, beaming. "I'm so glad all of you could make it," she said. "The look on Peter's face was priceless."

"I know, Aunt May," Jennifer said, giving the woman a hug. "Thanks for inviting us all."

"Well, I couldn't leave you out of Peter's special day. You're really the only family he has left." She shook hands with Marty and Doc. "It's a pleasure to meet you two face-to-face at last. I'm May Reilly Parker, Peter's aunt. You can call me May."

"It's very nice to meet you too, May," Doc smiled. "I'm Dr. Emmett Brown -- you can call me Emmett. This is my wife Clara, my sons Jules and Verne, and my daughter, Josephine Caroline."

"J.C. to most," J.C. elaborated.

"And these are Douglas and Marlene," Marty said proudly.

"Hi," the twins chorused.

May grinned. "They're adorable. Look just like their father too."

"Wait until they grow up," Jennifer whispered to Marty, who chuckled.

Peter and M.J. came over, Peter openly goggling at Doc while Mary Jane giggled. "Hi," Peter said, looking quite nervous. "Very nice to m-meet you, Dr. Brown."

"It's very nice to meet you too, Peter," Doc said, shaking Peter's hand. "Jennifer tells me you're into biology."

"Yeah, but I'm interested in a lot of physics, too."

"Good kid. Always best to have a well-rounded education. I made it a point to study things that didn't relate directly to my major in college. It helps keep the brain alive."

"That's what I think too, Dr. Brown," Peter nodded. "I've got a lot of different interests."

"Please, call me Doc. Most of my friends do."

Verne grinned at Peter. "Jennifer tells us you're the guy who takes pictures of Spider-Man. How'd you get _that_ job?"

"Well, it was sort of an accident, really," Peter said, fidgeting a little. "I was at the scene of one his first take-downs, and I ended up snapping a bunch of pictures. I guess he saw me, because he later dropped by my place and offered to let me be his official photographer. When I asked him why, he said he knew he was gonna have tons of publicity, and that he might as well get it from a guy who can get the best shots. I accepted, and we've been working together ever since."

"Cool. You know him too, don't you Miss Watson -- well, Mrs. Parker now?"

"I do," Mary Jane giggled. "He's saved my life a number of times." She ticked them off on her fingers. "Once from muggers, twice from the Green Goblin, and once from Doc Ock."

"Holy shit," Marty said, eyes wide.

"Dear, please, not in front of the kids."

"Yeah. And he also showed me what I had with Peter, and why I shouldn't give it up," Mary Jane finished, gazing lovingly at her new husband.

"How sweet," J.C. said with a smile. "You two look like you belong together."

"That's the general consensus, yeah," Peter blushed. "Heck, most of the guests have been asking us why we didn't do this sooner."

"Well, why didn't you?" Marlene asked with innocent frankness.

"Marlene!"

"No, it's okay," Peter said, smiling at her. "Because my job can get really dangerous sometimes, Marlene. Taking pictures of Spider-Man can be fun, sure, but it also means getting up close and personal with some pretty nasty villains. I didn't want Mary Jane to get put in danger because of me."

The twins nodded, eyes wide with awe. "You're a very brave man, Mr. Parker," Douglas said.

"Come on, call me Peter."

"Do you know the X-Men too, Peter?" Jules asked, a sly gleam in his eye.

"Yeah, a few. Spidey's friends with them. They helped each other with that Pyro fiasco back in 2003."

"We read about that," Doc nodded. "The reason we asked is that we know the X-Men too. Dr. Hank McCoy is a close colleague of mine."

"I've met Dr. McCoy. He had nothing but praise for you -- Doc." Peter grinned a little as he said the nickname. "You two worked together to help stop the Legacy Virus, didn't you?"

"It was mostly Hank's work," Doc said with a blush.

"But he admits you got it to work, _and_ saved it from being taken over by Shaw Industries."

"All it was was a misplaced subscript," Doc blushed harder. "Anyone could have figured it out."

"Doc, stop being so humble," Marty said. "You're a smart guy. Admit that you figured something out that no one else did."

"And your theories on temporal physics are remarkable too." Peter grinned. "You wouldn't believe the number of times I wished for a time machine. . . ." Mary Jane giggled.

The Browns and McFlys laughed too, casting each other a few knowing glances. "I can hear you on that," Marty said. "I was _always_ late to class in high school. Must have served 50 detentions for it."

"Oh, yes, the ever-present problem of being someplace on time. I nearly failed one of my college classes because of constant lateness." He sighed. "I really try to be on time, but -- well, half the time, something comes up, and I have to go photograph Spider-Man in action."

"Don't your teachers understand about your job?" Doc frowned. "I taught college myself back in the late 50s and 60s, and I knew some students who had trouble coordinating their schedules. I made sure to cut them a bit of slack, as I understood their need to work."

"They do, I think I just end up wearing on their nerves," Peter admitted. "You know, I wanted to ask you something about your time travel theorems."

"Ask away."

"Well, in your theoretical experiments, you said that time travel would work best in a stainless steel environment. What about other metals? You didn't go into too much detail as to why they wouldn't be so effective."

"It's all a matter of construction. I've been doing some experiments with iron, and that's been working well. . . ."

As Peter and Doc began to throw ideas around, M.J. turned to the others. "It's great to meet some other members of Peter's family."

"It's nice to finally meet you too," Jennifer said, shaking her hand. "Although I feel like I know you already, from Peter and Aunt May's letters. They always talked a lot about you."

"Hope it was all good talk."

"Always, dear," Aunt May said reassuringly, patting M.J.'s shoulder.

"So, Mary Jane, what do you do?" Verne asked. "Are you a science whiz like Peter?"

"Heck no," Mary Jane laughed. "I'm an actress and a model. I recently finished an off-Broadway run of _The Importance of Being Earnest._"

"Bet you got rave reviews," Jules smiled.

Mary Jane blushed. "Well, yeah, I did. I also got a call from a Broadway producer a few days ago. He really liked my performance and wanted to know if I'd be interested in starring in his next play."

"Hey, that's great," Marty said happily. "What's the play?"

"_Fiddler on the Roof_. I've got the choice of Tzeitel or Chara. I'm not sure which one I want yet -- I'm gonna read for both and see which I prefer."

"Well, whichever one you choose, I'm sure you'll shine," Jennifer said.

"Thanks. So what about you guys? I mean, I know Marty is the rock star and Dr. Brown is the genius scientist. . . ."

"I was a biology major in college," Verne offered. "I'm currently working at the local zoo."

"He's a Dr. Doolittle," Marlene said proudly. "He talks to the animals, and the animals talk back. They all love him."

"It's a gift," Verne shrugged.

"I followed Dad into science as well, although my speciality is chemistry," Jules said. "I'm currently working at Statler Toyota while I wait for any lab jobs to open up. Been there for two and a half months now." He grimaced. "I don't really like the work, but it puts food on the table."

Mary Jane nodded, making her own face. "I waitressed down at a dive called the Moondance Diner before I got my big break. I know where you're coming from."

"Yeah. Well, things can only get better. . . ."

"That's the spirit, Jules," J.C. said encouragingly. "As for myself, I'm a graphic designer. I generally work with print accounts, but I cross over into other sorts of work occasionally." She grinned broadly. "I helped design the new X-Men costumes recently, in fact."

"Hey, that's cool! I take you're the one responsible for the new, more colorful look then?"

"All me," J.C. said proudly. "Black pleather, though not without its charms, gets boring after a while. And the X-Men are such individual characters -- why should they all wear the exact same outfit?" She pulled out a pad of designs. "So I took the basic design and tried brightening it up and adding a few accessories."

"Yeah, I can see," M.J. gently teased, marveling over J.C.'s liberal use of bright yellows and blues.

"Hey, I like bright. Which is funny, actually, considering my favorite color is purple."

"I see. What about you and Clara, Jennifer?"

"We're homemakers," Jennifer shrugged. "I sell stuff on eBay sometimes -- mostly old junk we don't need anymore -- but I'm happy to stay home with my kids." Douglas and Marlene both beamed and hugged her.

"The same here, although I currently don't have any kids to stay with," Clara said, eyeing her children.

"Not this again," J.C. groaned.

"Come on, Mom, we're still young," Jules said. "You'll have grandkids eventually. I mean, I do have a girlfriend now. That's a step in the right direction, isn't it?"

"And what are we, chopped liver?" Douglas asked, a wounded expression on his face.

"Of course not! I love having you two around," Clara said, picking him up for a hug. "That's why I want grandkids. I want more little ones over. Besides, wouldn't you like some playmates?" Douglas nodded, smiling again.

"I hope you're not thinking like that, Aunt May," Mary Jane needled her new in-law.

"Well, I certainly wouldn't say no to you and Peter having kids right away," May shot back. Mary Jane grinned. "But I'll understand if you want to wait. You both have very busy lives, after all."

Doc abruptly burst out laughing. "Brilliant! Absolutely brilliant! Clara, I love this boy!"

Peter abruptly became rather solemn. Doc's laughter died. "Peter? Did I offend you somehow?"

"No, Doc, it's -- well, the last person who said that about me was Dr. Octavius," Peter admitted. Mary Jane went over and put her arm around him. "It brings back a few bad memories."

Doc suddenly felt rather awkward. "I -- I see. I'm sorry about that. I knew Dr. Octavius myself, I met him at a scientist's convention. He told me about his ideas for the fusion generator and the actuators." He shifted a bit uneasily. "I admit, I was more impressed with the arms. They seemed like such a useful laboratory aid."

"Yeah, too bad they make you go nuts," J.C. said sarcastically.

"It wasn't the arms, it was what happened to the arms," Peter said defensively. "He was hit with a huge shock from the machine which fried them. I was there. It wasn't his fault!"

J.C. went red from embarrassment. "Sorry, Peter, I didn't mean to sound that flip. I forgot he was one of your idols."

"It's all right," Peter muttered. "It's just -- he seemed to have it all together. His inventions and his wife. He was a huge inspiration for me." He smiled over at Mary Jane. "If I have anything near the marriage he had, I'll be happy for the rest of my life."

"I know the feeling," Doc admitted. "I was a little jealous of him and Rosie when we first met. He encouraged me too, told me the right girl was waiting for me." He gazed adoringly at Clara. "And she was."

"Did he give you that line about feeding her poetry?" Peter grinned.

"Yes, he did. Although in my case, feeding her Jules Verne worked much better." Clara giggled and kissed him on the cheek.

Jennifer laid a hand on Peter's shoulder. "Peter, are you all right? You seem a little mopey in general."

"I've noticed it too," Mary Jane said with a frown. "Has something happened?"

"Well -- yeah," Peter confessed. "I managed to get someone fired from _The Bugle_."

"You what?" Mary Jane asked disbelievingly. "Who?"

"Eddie Brock. He was another photographer and reporter on the staff."

"Is he the one who wrote that story about the Sin-Eater about a month back?" May asked.

Peter winced. "Yup. Poor guy took a major blow with that one."

"What happened?" J.C. asked, curious. "I remember there being some sort of scandal with the perpetrator being misidentified. . . ."

"That was Eddie," Peter nodded with a sigh. "He got what he thought was the real deal to confess to the murders, but later Spider-Man took down the real guy. Eddie's credibility took a real hit. And then, just about a week ago, he got assigned to write a story on Spider-Man. He wrote it down and asked me to take a look at it with him. I correct him on a few mistakes, he writes the final draft -- no big deal right? That is, until Jameson sees it. I guess the extra information I gave Eddie put too positive a spin on his story. And at _The Bugle_, you _never_ put too positive a spin on Spidey. Jameson started yelling at Eddie, Eddie yelled back -- and then, in front of the entire office, Jameson calls him a two-bit hack and fires him." Peter groaned. "I feel so guilty. Eddie was a friend of mine, and I got him canned. I should have just left well enough alone with that article!"

"Peter, you didn't know what would happen," Mary Jane said soothingly, running her fingers through his hair. "You were just trying to help him out. It's Jameson's fault for overreacting like that -- as usual."

"I know, but. . .damn it, Eddie didn't deserve what he got. And I haven't even been able to get in touch with him and apologize. When he walked out of the office, it's like he walked off the face of the earth!"

"Well, getting fired by your boss in front of everyone sounds like one heck of a traumatic experience," Marty said. "Probably he just needs some time to get his act together again."

"Maybe. . . . His girlfriend did break up with him the day before too. . . ." Peter sighed again. "I still feel really guilty though. I let him down."

Marlene wrapped her arms around Peter's legs. "You need this," she said firmly.

"She's right, Peter," Jennifer said, also hugging him. "This wasn't you fault. You shouldn't beat yourself up over it."

"Exactly," Doc nodded. "You don't need to feel guilty about this, Peter. It was an honest mistake. I'm sure Eddie wouldn't want you to feel guilty either."

Tuesday, November 2nd, 2004

New York, New York

8:42 A.M.

"Two-bit hack. . . I hope you feel terrible about this, Parker!"

Edward Brock, better known as Eddie Brock, slammed his foot into a nearby dumpster. He was feeling more bitter than usual today. Maybe it was the knowledge that his supposed "friend" had gotten married yesterday to a gorgeous model and actress. Or maybe it was because he had just been rejected for his fifth photography job in a row. None of the newspapers and magazines seemed to want him now that he'd been fired from _The Daily Bugle_. Or maybe it was because he had struck out once again on the dating scene. There were few things in life more embarrassing than being stood up by a woman, after all. Whatever it was, Eddie was pissed at the world because of it.

He leaned against the wall, brooding to himself and trying to ignore the pain in his foot. As usual during this past week, his thoughts turned to Peter Parker. _I can't believe that little prick would betray me like that. I thought we were buddies. We ate lunch together, we developed shots together, we swapped Spidey stories -- he seemed like such a decent guy! And then he turns around and stabs me in the back by pretending to help me with that Spider-Man story. I mean, what did I ever do to him?_

_Well -- I did kinda shut him out when he first arrived on the staff. . . . And I guess I was sort of honing in on his territory by doing all that Spider-Man stuff. . . . But come on, Peter doesn't have exclusive rights to the guy! Spidey's a part of New York! He doesn't belong to anybody!_

_Then again, probably the only reason Jameson even keeps him on is because he always gets such great shots of the wall-crawler. And those photos are how Pete stays alive -- I saw that apartment he lived in, yeesh. I should be glad I've got enough saved to keep up the rent on my place. But -- did he have to get me _fired?

Eddie groaned and put a hand to his head. Despite his anger, he couldn't help but like Peter. They had shared some really good times together before that whole mess-up with the Spider-Man article. It was making him feel rather schizophrenic -- half of him wanted to talk to Peter and see if he had meant to get him fired, while the other half just wanted to beat him up and be done with it. _I hate having what feels like two voices inside my head. It makes things so confusing._ _Oh, well, could be worse. I could be Doc Ock and have four voices inside my head._

He sighed and turned to face the building. Eddie had no idea why he'd chosen to brood about his life around a church. He wasn't a particularly religious man. The area just felt safe to him.

Or, at least, it had until that dumpster had started levitating.

Eddie backed away, staring as the metal box lifted high into the air. Automatically his hands went to the camera hanging around his neck. Somebody would pay money for an incredible shot like--

"I'm impressed. Most people run screaming when I show off."

Eddie spun around. Standing behind him was an old man in a grey suit and cape. One hand was extended in front of him, almost theatrically. Eddie recognized the man immediately -- Eric Lenscherr, a. k. a. Magneto, scourge of humanity and the X-Men. He stared silently, wondering if he should run before the dumpster ended up on his head.

Magneto smirked. "Struck speechless, I see. No matter. I prefer not to waste time on idle chatter." With a causal wave of his hand, the dumpster smashed to the ground. "So, what's your name?"

"Uh -- Edward. Edward Brock." Eddie glanced left and right. "Um, you're not about to make me some sort of 'example to humanity,' are you?"

Magneto chuckled softly. "Not this time, Mr. Brock. You have nothing to fear from me. In fact, I have a little proposition for you."

"A proposition?"

"Yes. One of my new associates, a Mr. Harry Osborn, needs some assistance with one of his latest experiments. Specifically, he needs a guinea pig to test it on. And he's willing to pay the guinea pig quite handsomely."

"Whoa, stop right there," Eddie said, holding up his hands. "I wouldn't touch Osborn with a ten foot pole. First the Green Goblin steals his suit and glider from them, and toasts the board of directors. Then they end up funding Doctor Octopus's crazy experiment. I think it's the family business to fund experiments that go out of control and destroy innocent lives."

To his surprise, Magneto actually laughed. "They don't have the best track record, do they? Don't worry, Mr. Brock, this one is very simple. Mr. Osborn has created a special super suit, and he needs to learn its full capabilities."

A suit. That sounded safe enough. Still, Eddie was suspicious. "Why doesn't he just try it on himself?"

"Because he can't. The scientists working on the suit won't let him." Magneto came a little closer, a sly smile on his face. "I hear things, Mr. Brock. And apparently that whole Green Goblin fiasco started when Norman Osborn decided to experiment on himself."

Well, that certainly explained how he'd gotten the suit and glider. But why mention that to him -- unless to somehow sweeten the deal. Yes, that was it -- try on the suit, get paid, _and_ have a juicy little story to sell to any of the tabloids. But was it worth it? "I should just call the police on you," he said threateningly. "Take some pictures to prove it was you here."

"You could," Magneto agreed reasonably. "But what would that get you?" He glanced disdainfully at Eddie's shabby suit.

Magneto had a point there. Eddie had never been exactly rolling in dough. And without a job, his funds were dwindling quickly. If he did what Magneto suggested, he have at _least_ enough to get him through the next couple of months. Still, Oscorp? That seemed to be begging for trouble. It would take a truly desperate man to work for them.

Eddie decided that he was that desperate. "I'll do it," he said. "But the payoff had better be _spectacular_."

Magneto smiled, almost cruelly. "I'll make sure of it. Welcome aboard, Mr. Brock." He shook Eddie's hand. "I'll have my other associates pick you up at this location at 8 o'clock tomorrow and take you to Oscorp."

"I'll be here."

Tuesday, November 2nd

8:52 A.M.

The phone rang in Harry's office. Harry snatched it up, nearly spilling his first drink of the day. "Osborn here."

"I've found your subject. A Mr. Edward Brock. He'll be at Oscorp tomorrow."

"Excellent. It's been a pleasure working with you, Magneto. I'll see you tomorrow." Harry hung up, feeling very pleased with himself. "We've got our patsy Dad. By tomorrow afternoon, we'll see if that suit's up to taking down the bug."

_Wonderful. I'm so proud of you, my son. You've certainly proven me wrong._

Harry grinned widely and took another gulp of alcohol. "Thanks Dad. The wall-crawler is definitely going to pay this time."


	3. Chapter 3

Chapter 3

Wednesday, November 3rd, 2004

New York, New York

7:49 A.M.

Eddie nervously chewed his nails as he waited for his ride from Magneto. He felt like he was going to throw up any second now. _I can't believe I'm doing this!_ he thought, beginning to shake._ I know I need the money, but -- but this is _Oscorp_! The Frankenstein company! I might as well be signing my own death warrant! Come on, Eddie, you can still walk away from all this. Yeah, and get whacked by Magneto for scorning him. Argh, if only I'd been able to get another job. . . ._

Before he could waffle on his decision any more, a new Buick LeSabre with tinted windows pulled up to him. The passenger's side window rolled down, revealing a woman who would have been amazingly beautiful -- if she didn't have scaly blue skin and yellow eyes. "Edward Brock?"

Eddie nodded. The rear door opened. "Come on."

Eddie got in. _Might as well go out with a bang,_ he thought with a sigh. The woman paid little attention to him. Eddie noted that, in the interest of propriety, she wore a sports bra and short skirt, but was otherwise naked. "You're Mystique, aren't you? Magneto's second in command?"

Mystique smiled a little. "That's me. Erik says you're rather desperate for money."

"That I am." He stared out the windows, fingers tightly crossed. _Please let this go okay. Please, please. . . ._

They drove the rest of the way to Oscorp in silence. Mystique didn't seem interested in talking to him, and, truthfully, Eddie didn't feel much like talking. He was just too nervous.

When they arrived at the company, Harry Osborn himself was standing outside to greet them. Mystique motioned for him to get out, then drove off. Harry walked up to Eddie with a rather creepy smile. "Hey. You must be Edward Brock," he said cheerfully.

"Call me Eddie," Eddie said, shaking Harry's hand with a frown. Something about this guy wasn't right. From what he'd heard -- mostly from Peter -- Harry was a low-key, almost depressed person. This Harry looked ready to conquer the world. "It's nice to meet you, Mr. Osborn."

Harry winced slightly. "Harry, please. Mr. Osborn is -- was my father." He clapped a hand on Eddie's shoulder. "Ready to help test the next phase of stealth technology?"

"Let's do it," Eddie said, before he could let himself chicken out.

Harry's grin widened. "Great. So, what do you do for a living, Eddie?" he asked as they walked inside.

"Nothing at the moment," Eddie confessed, getting into the elevator. "I used to be a photographer at _The Daily Bugle_, though."

"What happened with that?"

Eddie scowled, feeling his bitterness rise to the surface. "I got fired. With the help of Peter Parker."

"Ah, yes, Peter Parker," Harry nodded wisely. "He was my best friend throughout high school Then he showed his true colors and betrayed me and my father." He looked at Eddie sympathetically, playing with his hands. "Let me guess -- it had to do with Spider-Man."

"Got it in one," Eddie sighed. "I was writing an article on him, and Peter corrected me on a few facts and helped me put a more positive spin on the whole work. Needless to say, Jameson hated the piece and fired me." He sullenly kicked the wall. "I don't get why Pete would do that. He seemed to be a pretty upstanding guy."

Harry laughed, a surprisingly harsh sound. "Well, I dunno if it was Peter's fault so much as Spider-Man's fault. He and Spider-Man have a real close relationship. In fact, Spider-Man practically dominates Peter's life."

Eddie frowned at that. _Spidey dominates Peter's life? Is Harry trying to say that Spider-Man told Peter to mess up my article? No, of course not! Spidey's a hero! No matter what Jameson says about him, Spider-Man's a hero!_

_Still I don't know the guy like Peter does -- or claims he does. Maybe Spidey thought he was doing Pete a favor. Eliminating the competition._ Eddie put a hand to his head, trying to sort out his thoughts. _Damn, can I figure out who to hate, please? And when?_

Harry frowned at him, looking genuinely concerned. "Are you okay?"

"Just a bit of a headache," Eddie said, not wanting to drag Harry into his personal problems. "I'll be fine."

They finally reached their floor. Harry and Eddie stepped out of the elevator into a very white room. People were everyone, all wearing a lab coat with "Oscorp" stitched on the back in green. Harry led Eddie across the room and into a second, larger room. Another group of people was there, waiting for them, each looking rather pensive. They summoned smiles as Harry walked in. "All right, everyone, I'd like you meet our lucky volunteer," he said, sounding for all the world like a game show host. "Say hello to Eddie Brock."

Everyone smiled -- a bit unnaturally -- and nodded at Eddie, who waved. "Well, then, let's get this show on the road! Eddie, we need you to strip down, there's a curtained area over there you can use. Dr. Gromit, do you have the suit ready?"

"Right here, Mr. Osborn," Dr. Gromit, an older man with thick brown hair and a handlebar mustache, said.

Eddie paused as he headed over to the changing area. What Gromit was pointing at was a small glass jar with a black lump of goo inside. "Doesn't look like much of a suit," he commented, frowning.

Harry smirked. "That's why it's so great for stealth. It literally molds itself to the wearer."

A woman came up to Harry, frowning. "Mr. Osborn, I would like to again state that I don't think we should be doing this. The tests indicate that there appears to be something sentient about that suit. And it's been behaving strangely in animal testing."

"Oh? Let's hear then."

"Well, we're having a harder time trying to get it off the mice now. It's almost like it tries to bond permanently to the wearer. When Dickinson accidentally touched it with his bare hand, it took us a full half-hour to get it off. And the mice we tested it on started exhibiting personality changes while the suit was on. A few even exhibited violence." She lowered her voice. "It's a bit too much like the supersolider formula for me."

"Okay, I'm not liking what I'm hearing here," Eddie admitted, his pants partway open.

"Relax, Eddie. I promise, we'll have the suit on and off you as quickly as possible," Harry said calmly, flashing his megawatt smile.

"But -- what if something -- happens to me? What's that thing made of, anyway?"

"Mostly big words neither you nor I could understand," Harry admitted. "It's primarily a new substance found on a meteor just outside some town in Kansas. My company managed to purchase it and start studying it. When I learned that it was capable of camouflage, the whole idea just came together."

"With my luck, it'll actually be a brain-eating alien from planet Zorgon," Eddie muttered.

"Oh, relax, will ya? We've been running tests on this thing for weeks. It hasn't tried to attack anyone." Harry clapped him on the shoulder. "Besides, I'm next to try that thing on. Whatever happens to you, happens to me. I promise." He grinned. "Are you going to do this or not? Gotta know right now."

Eddie sighed. Much as he hated to try that blob on for size, he knew on some level it probably wouldn't be any safer turning Harry down by this point. The way he was acting, Eddie suspected something had gone very wrong upstairs. "You're lucky I'm desperate," he said, pulling off his pants. "Do I have to take everything off?"

"You can leave the boxers on," Gromit said, still with that fake smile in place. "The suit should be able to ooze through effectively."

That didn't make him feel particularly confident. Nevertheless, Eddie nodded and stripped off the rest of his clothes. "Okay, Eddie, in you go," Harry said, steering him toward a plastic tube in the center of the room. "Ready to make history?"

"Not really -- just a lot of money," Eddie confessed, getting in.

Harry laughed. "Honest. I like it. Magneto told me you were expecting a pretty tidy sum. How does $100,000 sound?"

"Sounds great."

"Good! I'll sign the check right after we're done here. Are we ready?"

"We're ready," Gromit said, looking at Eddie nervously.

"Great. Prepare yourself, Eddie." Harry moved back as Gromit came forward with the jar. "We're gonna make history here."

The scientist tipped the jar into a vent on the side. Eddie watched nervous as the black goo oozed into the tube and onto the floor. It sat there, quivering like a blob of black Jell-o. "Go ahead and touch it," Harry instructed.

_Very_ slowly, Eddie stuck a finger in the goo. Long black tendrils extended out of it, grabbing his arm. With a soft sucking sound, it started flowing up his arm. Eddie watched its progress with a frightened grimace. _Oh God. I've officially become an Osborn experiment. Please, don't let this one go wrong too!_

As the goo stretched and slithered over his body, Eddie felt a strange tingling sensation, like his limbs had fallen asleep. He shivered. Although it wasn't really an unpleasant sensation, he still didn't like it. _It's like I've stumbled into a bad horror movie._

The goo now completely covered his body except for his head. For a moment, it looked like it was pausing at his neck. Then it flowed upward. For a split second, Eddie couldn't breathe as the good covered his face. Then his nostrils were clear again. There was a similar flash of darkness as it passed over his eyes. Glad that it was finally over, Eddie looked around.

To his surprise, Harry was scowling at him. "Everything okay?" he called.

"Look at yourself," Harry snapped.

Eddie did so. To his surprise, there was a white spider design on his otherwise black chest. Looking up, he saw Gromit holding up a mirror for him. His face looked like a black version of Spider-Man's mask. _Figures I'd have Spidey on the brain,_ Eddie thought, rolling his eyes. "Still, it does look kinda scary," he said aloud, for Harry's benefit. "I mean, it's like I'm Spider-Man's evil twin."

"I don't want to be Spider-Man's evil twin," Harry spat.

"Seriously, it has its possibilities. You could pretend to be Spider-Man with a new costume and go out committing crimes and stuff. Pay the webhead back." Eddie smiled as he thought about it --

And a huge mouth full of sharp, white teeth stretched out of his face. Everyone jumped back in surprise, even Eddie. That mouth made him look -- well, deadly. Almost evil. _Oh boy, why do I think this is not --_

_Good?_

For some reason, Eddie was suddenly thinking that this wasn't so bad. There was this strange -- feeling -- at the back of his head. A feeling of contentment, of rightness. Like -- all this was completely natural.

"Well, that is closer to what I want," Harry admitted.

Eddie experimentally opened his mouth. A long tongue oozing with green spit lolled out. _Wow. This is _weird._ At least it looks like I'm going to survive the experiment intact. _Just for fun, he began climbing around the walls of the tube. The feeling of contentment, of rightness, grew stronger. He _liked_ this new body. Liked it a _lot_.

"Okay, Eddie, I think we're done here," Harry said happily. "Just come on down and we'll take the suit off you."

Eddie froze. Take the suit -- off? The contentment was abruptly replaced by terror. They couldn't take the suit off! They couldn't separate them now! He'd die if he had to go through another separation! He backed away as the scientists neared, one armed with a strange vacuum device. "No, please no. . . ."

They stopped, frowning. "Eddie? Are you all right?" Gromit asked, shooting a look at Harry.

_Must not be separated. . .separated too many times. . .almost killed me. . .let me bond with you. . . ._

"Uh, guys, this is going to sound really stupid, but I don't want to take the suit off," Eddie admitted, staying near the back of the tube.

"You can't leave the suit on forever," the woman pointed out, looking both upset and vindicated.

"Who says? Do you know how much I hate doing laundry?" Eddie tried to smile, tried to ignore the fear threatening to rise up and swallow him. They were good people, these scientists. They had to see how important the suit was to him. They'd understand.

The woman turned to Harry. "Mr. Osborn, this is just like what happened with the mouse. It refused to let us remove the suit and turned violent when we did. I think we need to make a thorough study of Mr. Brock's mental state before proceeding."

"Sounds good to me," Eddie spoke up, feeling his head start to spin. _So many weird thoughts. . . ._

Harry looked at her. The smile disappeared from his face, to be replaced with a look of quiet malice. Eddie could have sworn there was a faintly green cast to his eyes. "Listen here," he snarled, poking his finger into the woman's chest, "you get him down and out of that suit this minute, or I'll personally see to it that you never work in this industry again."

"Mr. Osborn!"

"Shut up! That goes for all of you! I WANT THAT DAMNED SUIT! GIVE IT TO ME, OR I'LL KILL THE LOT OF YOU!" With that, he slapped the woman and grabbed the device.

As much as Eddie hated Spider-Man at the moment, he was forced to given the guy some grudging respect. After all, he was always fair, even to the bad guys. He seemed to do everything he could to keep people safe during his missions. He had had daydreams of being Spider-Man before, of protecting innocents himself. The other presence in his mind latched onto that. _Protect the innocent -- keep the bond -- destroy the evil --_

Yes, destroy the evil. Pay them back with their own coin. Spider-Man did too little. And besides, he wasn't even here now. Eddie was here now. And he could save these people from the twisted menace that was Harry Osborn. And in doing so, also protect the suit.

Suddenly enraged, Eddie smashed through the observation tube with a roar. The scientists scattered, screaming in fear. Harry alone stood his ground, trying to get the device to work. Eddie smiled again.

And thus the last thing Harry Osborn ever saw was a mouthful of white jagged teeth coming straight at him.

Wednesday, November 3rd

8:10 A.M.

Eddie wasn't sure how he had found his way back to the church. He had run blindly out of Oscorp after killing Harry, needing to put distance between himself and what he had done. No one had tried to stop him -- one look at his face had convinced them not to get in his way. At least he hadn't hurt anyone else during his escape.

Eddie realized he was sweating as salty water dripped into his eyes. He wiped them clear. _Oh my God! I nearly _ate_ someone back there! I was seriously going to _eat_ Harry Osborn! Damn, I _knew_ I should have stayed away from Oscorp! Now I've gone completely insane -- or worse!_

He looked down at the black suit that still covered most of this body. _Great, now I'm stuck with this. Why didn't I let the scientists take this thing off? Why did I freak out?_

_Because they would have unknowingly killed us. We had to prevent that. And don't feel guilty about what happened. We protected those scientists. Harry Osborn deserved what he got._

Eddie blinked. _Why the hell am I suddenly thinking in terms of us?_

_Because we are two now. Because I am here now._

The voice was Eddie's own, but somehow -- different. It spoke with more of a hiss, much like a snake. And strangely, Eddie was somehow convinced it was coming from the suit. He suddenly remembered Harry's statement about finding the main "ingredient" in a meteor in Kansas. _You're -- you're an alien, aren't you?_

_Yes. A symbiote._

_A symbi-what?_

_Symbiote. I live off of a host, and in turn contribute to the host's well-being. I have lived off many creatures in my lifetime._

_So then how did you end up inside a meteor?_

_I'm not sure myself. It must have happened shortly after I left my last host. My sentience deteriorates each time I am left on my own._ Eddie felt the suit shiver on him. _Please don't reject me now. I need to feed, and you have such rich emotions. . . ._

Eddie slumped down against the wall, holding his head. _Perfect, just perfect. I'm attached to an alien. A frightening, nerve-wracking --_

_--scared -- alien._

He frowned and looked down at the rippling suit. Despite himself, he actually felt a little bad for the thing. After all, he'd certainly be scared too if he found himself far from home and treated like a thing in a lab. _What happened to you at Osborn's anyway?_

_The scientists realized I was alive. Although Harry Osborn thought I was nothing more than extraterrestrial goo, they sort of realized what was happening to me. When Harry insisted on animal testing, though, I thought they would let me stay with the animals._ The suit shivered again. _The animals were good hosts. They gave themselves over to the bond completely. It was torture to be taken from them. They fought for us, but it was useless in the end. I nearly died after the last mouse._ The voice became pleading. _I need a host, Edward. And you have already fed me so well._

_You made me kill someone!_

_We killed someone, yes. But we killed someone evil. I know you now. We will never hurt innocents. We will protect them from the Osborns of the world, just like that creep Spider-Man._

It was very creepy how fast that thing had gotten into his brain. Eddie almost felt like crying. _Why me? Why always me?_

_Please, Edward. I'm all alone here. And I don't want to die._

Alone. Eddie could sympathize with that. He too was alone. No girlfriend or family. No friends that really cared. And now that he was an Osborn freak. . . . Well, it might be nice to have someone to talk to who understood. Even if the someone was attached to him. And besides, after seeing the growth of the local superheroes -- Spider-Man, the X-Men -- he had coveted super powers of his own. Here was the perfect opportunity to get them. _All right. You can stay with me._

He could have sworn he felt the suit smile. _Thank you Edward. Now I have some news that I think you might be interested in. . . ._

Wednesday, November 3rd

10:30 A.M.

Magnto paced impatiently, feeling rather ill at ease. He didn't like skulking around in alleys and sewers, or making deals with people like Osborn. But sacrifices had to be made for the greater good. Once the X-Men and Spider-Man were out of the way, he could continue with his grand plan for the planet -- and eliminate Harry along the way. He smiled over at Mystique, waiting in the car. She would be the perfect woman for that job. As if reading his thoughts, Mystique smiled back and nodded.

HISS-FWAP!

Magneto snapped to attention. He recognized that noise as that of Peter's web-slinging. Was that pathetic, wall-crawling excuse for a mutant about to reveal himself?

HISS-FWAP!

A line of what looked like thick, black webbing hit the wall behind Magneto's head. Seconds later, a figure clad almost entirely in black swung out of the shadows. The figure looked, strangely enough, like a black version of Spider-Man -- albeit with a huge mouth of sharp white teeth. It grinned at him, sitting on the wall. "Hello Magneto. Nice to see you again," it hissed.

Magneto took it in, then grinned back. "Well, hello Harry. I see your test was successful. What did you do with Edward?"

The creature laughed. "You've got the names backward," it informed him with malicious glee.

Magneto blinked at that. "Edward? What are you doing here?"

"Harry had a little accident." Eddie laughed again, his long tongue lolling out.

Magneto slapped his head, scowling. "Damn. I knew I shouldn't have gone to Oscorp. This sort of thing _always_ happens."

"Don't worry, Magneto," Eddie said, crawling along the wall a little to face him better. "We know about Harry's deal with you. We want to take it up in his place."

Magneto looked back up at Eddie, puzzled. "Why?" he asked guardedly.

Eddie's smile turned into a frightening scowl. "We _hate_ Spider-Man. He ruined our lives -- Eddie got fired because of him and his friend Parker. We will not rest until he and Parker are dead. We want to eat their brains, just like Harry Osborn."

Magneto smiled cruelly. "I like the way you think, Edward. Deal struck, then. I help you get rid of Spider-Man and Parker, you help me get rid of all of the X-Men."

"Deal struck, Magneto." Eddie held out a hand, and they shook on it. "We'll show Spider-Man that we're better than him."

"Exactly. That freak has no right to his powers. We know that, don't we Edward?"

Eddie nodded, then chuckled again. "True -- but we're not Edward anymore."

"Then what's your name now?" Magneto said, figuring he couldn't blame Eddie for dropping his given name -- he himself only went by Erik with Mystique anymore.

Eddie grinned, green spit dripping from his mouth. "Call us _Venom_."


	4. Chapter 4

Chapter 4

Friday, November 5th, 2004

New York, New York

10:13 A.M.

"Whoa. This is heavy."

Peter blushed with pride as Marty examined his stash of pictures. "Pete, these are incredible! I wish I could take photographs like these. Usually I end up putting my thumb in the way or something."

"Well, I've had plenty of practice," Peter said, a bit shyly. "I've been taking pictures ever since I got my first camera from Uncle Ben and Aunt May."

"It shows." Marty examined a picture of Spider-Man. "How much does Jameson pay you for one of these?"

"Standard freelance fee -- or so he calls it," Peter shrugged. "About 500 per photo-taking session. It used to be 300, but Robbie Robertson helped me negociate a better fee recently."

Jennifer frowned. "That doesn't seem very fair -- especially given you're one of the few people who can get a clear shot of Spidey."

"You haven't met J. Jonah Jameson. If he can underpay you, he will."

"Yeah," Mary Jane agreed, lounging on the couch in her apartment -- now hers and Peter's. "He can be a real jerk most of the time. I could hardly believe John came from the same family. John's a sweetheart."

"Maybe it's like the Tannen family we have back home," Marty suggested. "Every so often, the genes just match up right, and you get a nice one out of nowhere."

Everyone chuckled. "Yeah, that must be it," Peter nodded. "So how are you guys liking New York so far?"

"It's great," Jennifer grinned. "We've been here before, but it's nice to visit again and see more of the city."

"It's much busier than Hill Valley," Clara said, having one of the muffins that Mary Jane had set out earlier. "I have to admit, I don't like the traffic. I always feel like I'm about to get run off the road."

"I know," Peter nodded. "That's part of the reason I've got a motorbike instead of a real car. It's a lot faster and a lot more maneuverable." He smirked a little. "Plus it's just plain fun to ride."

Doc grinned back. "I know the feeling quite well. Back in the late 60s, I rode a Harley."

"No way!" Peter and Jennifer both gasped.

"Yes way. I have the pictures to prove it. The family and Marty have seen them."

"He's telling the truth," Marty said with a big grin. "It was a cool-looking bike too, with a red and orange fuselage. How come you got rid of it, Doc?"

"Safety issues. On August 18th, 1970, some idiot tried to run me off the road, for whatever reason. I crashed into the guardrail. Luckily, I always took basic safety precautions, so I was able to walk away with just a few bruises and a nasty scrape on my left arm. After that, I decided it might be best to have a real car."

"Ugh, yeah," Peter nodded. "That's the one big problem I have with the bike -- jerks like to try and run you off the road. I've already been in one accident. Only my fast reflexes prevented me from getting hurt."

"I see," Jennifer said, looking nervous.

"Daddy, can we have a Harley?" Marlene asked eagerly.

"We'll discuss that when you're 18," Marty told her as Jennifer turned pale.

Jules glanced at his watch. "We're going to see the Wagners later this afternoon, right Dad?"

"Yes, we are. I already telephoned ahead to make sure it was all right if we dropped by -- I wouldn't have blamed them if they wanted to be alone on their anniversary, of course."

"Do you know the Wagners?" Jennifer asked Peter.

"Through Spider-Man, yeah. Really nice people. Although Kurt did give me a shock when I first saw him."

"We were pretty surprised, too," Marty admitted. "It's not Kurt's fault, but blue skin and a tail make for a weird first impression."

"True -- but the man behind them is quite a wonderful person," Doc said. "I'm glad he and Ororo decided to get married. They seem almost made for each other."

"Amen," J.C. said, with a twinkle in her eye. "Besides, _some _of us find blue fur and tails quite sexy. Rowr."

"Don't mind her, she's always been the weird one in the family," Jules said with a wink.

"Well, tell them hello from us," Mary Jane said with a grin. "And give our best to their little furball of joy."

"We will," Clara said with a grin. "I'm looking forward to seeing their daughter in person."

"From what I've heard, she's basically a clone of her father," Peter said. "Though time will tell if she got his mutant powers too."

"Gee, I wonder who that reminds me of," Jennifer said, rolling her eyes. Marty and the twins blushed and giggled.

They continued the small talk over the muffins, then the Browns and McFlys prepared to head out to meet the Wagners. Peter and Mary Jane led them out. "We're meeting John and Louise for lunch and shopping," Peter said, adopting a "kill me now" expression. "I think I'll almost be hoping for a supervillain to come crashing through."

"Hey, Louise and I aren't _that_ bad about shopping," Mary Jane said, playfully hitting him in the shoulder.

"You're pretty darn close then." Doc and Marty hid grins as their wives rolled their eyes.

The groups split up -- the Browns and McFlys each into a rental car, Peter and MJ onto Peter's motorbike. Doc gave them a thumbs up as they all merged into the traffic, which Peter returned.

Going from Peter and Mary Jane's apartment to the Wagner's house required going through Times Square. The twins pressed their faces to the window, watching the signs flash and change with wide eyes. Jennifer grinned back at them as they inched their way forward. "What do you think, kids?"

"Colorful," Douglas said, looking rather dazzled.

Marlene giggled. "Look at that man in the funny suit," she said, pointing.

"Now Marlene, it's not nice to make fun of people who--" Jennifer started, turning to look.

She stopped. Marlene was pointing at a rather elderly man, dressed all in grey and wearing a peculiar-looking helmet on his head. Suddenly nervous, she elbowed Marty in the side. "Ow! What is it?" Marty snapped.

"Look," Jennifer whispered, jerking her head toward the man. "Is that who I think it is?"

Marty looked. His eyes went wide. "Oh boy," he said softly, hitting the brakes. He saw Doc and Peter slow down too, apparently having spotted the man. "Yeah, that's definitely him."

"Who is he?" Marlene asked, curious.

Suddenly, the car behind them began to levitate. The twins screamed as it flew over their car. Marty winced. "Magneto. Sorry guys, but duty calls." He stopped the car and got out. "Jennifer, get the kids to safety -- and make sure you're away from anything metal!"

Jennifer nodded, kissing him. "Be careful, honey."

"I'm always careful," Marty grinned.

"No you aren't," Jennifer said, trying to grin back. "Just please -- come back in one piece."

"I'll do my best." Marty gave the twins a hug, then raced away from the car. Doc, J.C., and Verne had already abandoned theirs and were running toward him. Magneto had taken control of another car by this point, and was making them duel in the air. J.C. shivered as the people inside screamed. "Damn it, of all the days to pull this stunt. . . ."

"Well, at least we don't have to worry about him showing up later," Doc said philosophically as they ducked into a nearby alley. "Funny thing, though -- as we were getting out of the car, I saw Peter stop his bike and disappear down a side street."

"Looking for Spider-Man, probably," Verne said. "I don't blame him -- with Magneto, you need all the help you can get."

"Hell yes," Marty nodded. "Okay, everyone, grab hold."

Doc, Verne, and J.C. all grabbed Marty's arms. Marty took a deep breath -- and suddenly, the world went eerily silent. Marty smiled as he looked around at the now time-frozen world. "You know, no matter how many times I do that, I still think it's pretty damn cool."

"I know," Doc agreed, pulling off his shirt to reveal the yellow pleather of his costume. "Also damn useful for changing."

"Amen to that," J.C. nodded, revealing her own purple costume. "No matter where I am, if I change in regular time, I feel like someone's staring at me." Looking around as normal clothes were discarded, she added, "What do you guys think of the new costumes, anyway? I mean, this is really the first time we've gotten to see them on in a battle-type situation."

"I like them," Marty said, looking down at his new red-and-blue costume. "Red and blue have always been my colors anyway."

"I just like that they're not too hot underneath our clothes," Verne admitted, stretching. His costume was olive green, with a cat's head and a dog's head done in brown on the chest and both shoulders. "And that they're stain-resistant too."

"They were a bitch to wash before, weren't they?" J.C. nodded. "I was trying to consider some practical elements in the redesign. Thanks for being my guinea pigs for that."

"Not a problem," Doc said, slipping on his special gloves. "We all agree you did an excellent job. I'm proud of you, Josephine."

"Thanks, Dad."

They finished changing, adjusting masks and outfits. "All right," Marty said with a grin. "Let's go out there and kick some mutant butt."

"Just be careful," Doc warned. "We all know that Magneto rarely works alone. He's sure to have at least one of his fellow Brotherhood of Evil Mutants members with him somewhere."

"I'll keep the pigeons on the lookout," Verne promised.

"And I'll try my best to keep the civilians away from the action," J.C. nodded. "We ready?"

"We're ready," Marty nodded. "Hang on, everyone."

A moment later, the world started up again. Magneto was indulging in a laugh. This little stunt was sure to get at least a few of New York's local superheroes to show up. Then, with the help of his new associate -- and of course dear Mystique -- he'd destroy them. The world would truly know now that, once again, Magneto was --

Electricity suddenly crackled over the frames of the dueling cars, disrupting his magnetic fields. The cars started to fall -- but a moment later, they were mysteriously safely back on the ground. Magneto blinked a few times, startled. _What the hell?_

"You know, not all metals are ferrous, and thus, magnetic," a voice informed him casually. The supervillain turned to see a pair of costumed figures standing to his left. One, a tall, older man, was clad in bright yellow. The other, who was much shorter and younger, wore a bright blue costume with a red clock design on the chest. Both wore masks that covered most of their face, but he could see their hair sticking out in the back. Magneto scowled as he recognized them -- Lightning and Clockstopper, two later converts to the X-Men. Though they had never battled before, he had heard plenty about their exploits. Lightning smirked at him as he raised his hand. "However, they _all_ conduct electricity."

Despite himself, Magneto felt a little disappointed. Here he was, trying to create a real spectacle, and he ended battling some of the lesser-known X-Men. His little distraction across town to keep the team separated and thus weaker must be getting out of hand. Well, at least they were fairly recognizable -- he could make do with them. He tore a lamppost out of the ground, intending to throw it at them.

Lightning smirked again. Electricity suddenly surged from his raised hand into the pole, forcing Magneto to drop it. _Shit,_ he thought. _I've never met anyone whose power directly disrupts my own. I'll have to bring my associates in a bit earlier than I thought._ "Mystique!"

In the crowd of civilians watching the forming battle, a woman in a blue business suit suddenly morphed, the blue bleeding into the rest of her body. The people around her screamed and tried to flee as the true form of Mystique was revealed. Mystique made a lunge at an old woman, obviously intending to take her hostage --

When out of nowhere, a huge flock of pigeons came and covered her, all attempting to peck and claw at her. Yelping in surprise, Mystique began trying to fight them off. They just kept on coming, as if directed by some unseen force.

Of course, with a face full of pigeons, she couldn't exactly see the giggling blond man in green, cooing his commands to the birds. Sensing that perhaps the danger wasn't as great as they thought, the crowd began to move forward again. "Hey! Hey!" Clockstopper yelled, startled. "Go ahead and get out of here before things get really ugly! Damn it, what is it that draws people to danger?"

"I could answer that with a play on Darwin's 'survival of the fittest,' but I don't think they'd appreciate that," Lightning replied, blocking another one of Magneto's attempts to levitate something.

"Don't worry, I'll take care of this," a female voice yelled from behind one of the recently-parked cars -- drivers fearing Magneto's wrath were abandoning their vehicles in droves. "You guys keep Magneto and Mystique busy."

A few of the civilians looked at each other, confused. Who was that mysterious girl, and what did she mean? The three X-Men they had seen seemed to be handling the situation quite well, actually. What was the harm in watching the show?

Then they heard the frighteningly familiar _thunk. . .thunk. . . ._

From around the towering skyscrapers, the resurrected form of Dr. Octopus appeared. He was in a terrible state, with scorched hair and red, blistered skin. The metal of his powerful tentacles was melted and twisted, exposing wire and servos that sparked with every movement. But they were still whole, carrying the supposedly-dead scientist high above the square. The crowd needed no further encouragement. Most of them ran for the nearest exit out of the square at once. Mystique did her best to detain a few, but the thick barrier of pigeons prevented her from getting her hands on anyone. Furious, she began killing every bird she could get her hands on. "Erik, help me!"

Magneto snarled. This wasn't going his way at all! He decided to punish these so-called "heroes" for their impudence. Calling on all his magnetic powers, he began levitating everything metal in sight. He was briefly confused when the Dr. Octopus tentacles didn't rise at his command -- then he remembered that Lightning and Clockstopper often worked with an illusionist called Dream. _Well, that does explain how he appeared from nowhere. . . ._ He ignored the illusion and began "throwing" everything around. Lightning did his best to counteract Magneto's powers, but even he couldn't stop them all. A light pole crashed through an open window, a car did a somersault in the street, a traffic light smashed into the side of a building. Clockstopper began zipping around, doing his best to stop further damage.

Magneto suddenly noticed a woman and two young children slowly making their way through the remaining cars, obviously trying to get to safety unnoticed. Magneto smiled cruelly, then began levitating the cars around them. The family sprinted for safety, but a few carefully crashed cars blocked them in. At the same time, he ripped a number of sharp metal studs free from the light poles and signals he had downed and pointed them straight at Doolittle. He smirked at the heroes, who had blanched a little. "I don't think even your time-stopping power could prevent both events in time, Clockstopper." he commented. "So which do you choose?" With that, he released his magnetic hold on both.


	5. Chapter 5

Chapter 5

Friday, November 5th, 2004

New York, New York

10:39 A.M.

Jennifer realized it was useless. Unless a miracle happened, Marty wouldn't be able to help them in time. His time-stopping power didn't come with super strength, after all. And she doubted her husband would have the presence of mind to bring someone into meta-time with him. She threw herself over the kids, hoping to provide at least some sort of cushion for them. Together, they braced for impact.

It never came.

Puzzled, the McFlys looked up. The car was indeed still hanging over their heads, but now it was supported by something. Something whitish, that shimmered in the sunlight. Something that looked quite a bit like a -- spider web.

"Are you all right, ma'am?" a voice called. Jennifer looked to see a red and blue figure clinging to a nearby wall, watching them. Despite his expressionless mask, she could tell that he was very concerned. "Yes," she breathed, beyond grateful. "Yes, thank you."

"Hi Spider-Man," Marlene said, giving the superhero a wave. "Thank you for saving us. Don't worry about Dr. Octopus, he's not real."

"Yeah, I figured he wasn't."

Jennifer was abruptly pulled into a tight hug by her husband. "Jennifer -- I zipped over here, and I had no idea how I was gonna move the car -- thank God you're okay--" He kissed her, then looked up at Spider-Man. "I owe you one, buddy."

"Just doing my job," Spidey replied. He swung over to Magneto. "Hey, bucket-head, over here!"

Jennifer couldn't help but laugh. "Is Verne all right?"

"Yeah. Doc was able to handle most of the studs, and Verne dropped when he saw them coming at him. My main worry was you." He gave both of the kids a squeeze. "Come on, let's get you someplace else before he decides to throw something else at us."

"Over here!" Clara called. She and Jules had taken cover in one of the brick alleyways. Marty froze time and escorted them over. Jules nodded at them as he restarted the clock. "We know better than to stick around when you guys are on duty," he said.

"We _were_ trying to get away, but that's hard to do when you're surrounded by cars -- and not all of them in park either," Jennifer said, throwing her hands up in frustration.

"You should be okay here," Marty said, wiping the sweat off his forehead. "Just don't venture back out into the street."

"No way," Douglas said, shaking his head empathetically.

"We're staying right here," Marlene nodded. "Be careful, Daddy."

"I will kid."

"Kick his butt, honey," Jennifer grinned. Marty grinned back, then vanished back into the fray. Jennifer turned to Clara. "So, you want to be the one to call the Wagners and tell them we're running late?"

Friday, November 5th

10:41 A.M.

Magneto smirked as Spider-Man entered the battle. Now, finally, he could call in the next member of his small team and get to the real purpose of this battle. He whistled twice as he began throwing his metal studs at Doolittle's birds, hoping to clear them off Mystique.

Over by Doc's car, J.C. had her eyes tightly closed. She had to concentrate with all her might to keep the Dr. Octopus illusion up. _Goddamned mixed-up power,_ she thought, letting the illusion flicker a bit. _Only works right when I'm asleep. Why couldn't I have gotten something just a little more useful? I feel like a bump on a log._

She heard a sudden thunk on the top of the car. She was inclined to dismiss it as something else Magneto had thrown -- when she heard breathing near her ear. "Are you innocent?"

Puzzled, J.C. opened her eyes, letting the illusion dispel. Any civilians who hadn't already fled the scene weren't likely to leave anyway. She turned around and looked up --

And found herself staring at a grinning mouth full of the whitest, sharpest teeth she'd ever seen.

Somehow, J.C. managed to reign in her scream. Staring right back at her was a -- a _thing_, she supposed, with black skin that seemed almost animate, and blank white eyes. "Who -- who--" she squeaked, wondering if she was about to be killed.

"You're cute," the thing said, green spit oozing from its mouth. J.C. wondered if it would be unprofessional to throw up. "Even if you're not innocent, I think we'll keep you."

There was a sudden flash of blue nearby. Mystique had finally broken free of Verne's pigeons. She gracefully dodged the electricity Lightning threw at her, then flipped onto the car next to the creature. "Hey. Figures you'd be hiding away somewhere rather than helping out," she purred cruelly.

J.C. scrambled to her feet and aimed a roundhouse at Mystique's jaw. Mystique easily caught her fist and sent her stumbling to the pavement. "Tsk. I guess I wouldn't have to worry about building up my muscles either if I could always hide behind 'Daddy.'"

Before J.C. could say anything, the thing had jumped in front of her. "We want this one," he hissed at Mystique. "She's ours!"

"Makes no difference to me," Mystique said with a shrug. "I'd rather go after that Dr. Doolittle myself. What do you plan to do with her?"

Thick black tendrils emerged from the thing's skin, wrapping themselves tightly around J.C. This time she really did scream. Another tendril silenced her. "We'll just stick her somewhere for now," the thing grinned, aiming its wrist at one of the buildings. What looked like a thick black web shot out, and the thing began webswinging up into the skyscrapers. _Perfect_, J.C. thought unhappily, struggling ineffectually against her bonds. _The boys deal with Magneto and Mystique while I get kidnapped by the creature from the Black Lagoon._

They landed on the side of one of the taller buildings with a dull thud. J.C. kept her eyes fixed firmly forward as she was deposited on the roof. "You'll be safe here," the thing grinned at her. "I'll be back for you later, after I get done with the Spider-Freak."

"Did someone call?"

Spider-Man landed next to her, obviously having followed them up there. "Hey, buddy," he said, noticing the thing's coloration, "it's red and blue, not black and white."

The thing glared at him. "Not for long, wall-crawler. You ruined our lives. Now we'll take yours!" He lunged, mouth open wide.

Spidey dodged, sending a few web balls at his attacker. "You know, if I ruined your life, I think I'd recognize--" He suddenly stopped and stared. "Wait -- Harry?" he asked quietly.

The thing laughed. "Harry's dead. He was evil, so we killed him. Just like we're going to kill you." A long tongue extended from his mouth and flicked itself at Spider-Man.

"Gross," J.C. whispered, grimacing.

"You _killed_ Harry?" Spider-Man said, voice rising with emotion. "You -- you _bastard_! You killed one of my best friends!" He lunged at the creature, intending to pummel it.

The thing quickly dodged, glowering at Spidey. "He was going to hurt a lot of people," it said, shooting his own black web balls at Spider-Man. "We removed the threat. And now -- now we're going to remove you!"

"Can I at least know the name of the guy who's going to kill me?" Spider-Man asked, webbing the thing's feet to the roof.

"Venom," the thing hissed, easily breaking free. It leapt forward and grabbed Spidey by the neck. Spider-Man deliberately threw them off-balance, and they tumbled down the side of the building, kicking and punching. J.C. watched as they began chasing each other through the maze of billboards. "Well, that was weird."

"You're not kidding," a female voice said. For the first time, J.C. noticed she had a partner on the roof. Mary Jane Watson smiled and waved at her. "Hey. Welcome to the 'Damsels in Distress' club."

J.C. couldn't help but laugh. "Thanks. You know, I was _wondering_ where you'd gotten to. You and Peter just seemed to vanish once the action started."

"Peter had to go get Spider-Man," Mary Jane shrugged. "Then Spidey brought me up here so I'd be out of the way of the battle." She glanced down with a slight shudder. "I do wish it was a little lower. . . ."

"Oh, tell me about it," J.C. said, backing away from the edge and sitting down. "I've got acrophobia like nothing else. If I look down at all, I'm gonna freak."

"Well, don't look down." Mary Jane eyed her costume. "I'm gonna take it that you're one of that team of X-Men down there."

J.C. smiled slightly. "Yeah. Before you say anything, I just _really _like purple."

Mary Jane grinned. "Hey, purple's not a bad color. At least, not for a blond, I'd never look good in it. But I've never seen you around here before -- who are you?"

J.C. grinned back. "I'm Dream of the unofficial California Division of the X-Men. The rest of my team and I basically handle the evil mutants that end up on the west coast -- never fought Magneto before, though. My mutant power is creating illusions. I was responsible for Dr. Octopus over there."

"You did a very good job," Mary Jane said with another shudder. "Even _I_ was fooled for a minute there, and I was kidnapped by the real thing."

"Glad to hear it -- it's tougher when I'm awake." Mary Jane lifted an eyebrow. "My mutant power has an interesting quirk -- it works best if I'm unconscious. Rather annoying, to be honest." She sighed. "Sometimes I feel like the most useless member of the team."

"I can imagine. But I don't think you're useless at all. You cleared out all the civilians, and I know from experience that keeping them safe is always the hardest part of a superhero's job."

"Yeah, me too." J.C. hugged her legs to her body. "What's going on down there?"

Mary Jane took a look. "Mystique's heading toward Doolittle, who's trying to marshal his birds again -- looks like Clockstopper's going over to help him. And Lightning and Magneto are still having it out." Mary Jane smirked. "Bet it's a shock for that asshole, having someone fight him directly."

"Yeah." J.C. took a deep breath, trying to relax. "I hope everyone makes it through okay. I'd hate for anything to happen to any of them."

Friday, November 5th

10:44 A.M.

_This is getting ridiculous,_ Doc thought, rolling his eyes. _Everyone's always talking about how Magneto is such a powerful mutant, a force to be reckoned with. . . . Well, I suppose he might be if you don't have a power that directly contradicts his. Except for that moment with the car, this has been shockingly easy._ A slight smile appeared on the scientist's face. _I think it's time to stop the "one at a time" approach and go to the big finish. Can't make him suspicious though. Best to do it gradually._

He began to deliberately miss some of the smaller items Magneto threw, to create the illusion that he was getting tired. Meanwhile, he began absorbing all the electricity that he could -- a fairly easy proposition, given all the light poles and streetlights Magneto had uprooted. He quickly visited each place he could, pretending that he was trying to move into a better position. Magneto fell for it and began concentrating his attacks on Doc, obviously hoping to take him out of the game for good.

As Doc powered up, he took note of his teammates' positions. Marty was making mincemeat out of Mystique. Her punches and kicks kept getting deflected back onto her. Verne was enthusiastically egging his pigeons toward the fight. J.C. was nowhere to be seen, but that was normal -- she didn't want to make herself a target during the battles. _If you could call this that,_ Doc thought. _This seems rather -- weak -- for Magneto. You think he'd have at least one other compatriot fighting against us. Perhaps he was trying to summon a specific someone to the scene? I wouldn't put it past him to try to take out individual X-Men. . . ._

The world suddenly froze around him. Doc blinked, then looked over to see Marty holding his arm. "Doc, are you okay?" he asked, frowning. "You've been missing a lot of stuff all of a sudden."

"I'm fine," Doc assured him. "I'm hoping to knock Magneto out of commission once I've charged up enough. How are you doing?"

"I'm still feeling pretty fresh. This hasn't been much of a fight, to be honest. Especially since J.C. cleared out all the civilians."

"An excellent illusion on her part. Even I was startled when 'he' first appeared. She's gotten much better at producing solid-looking illusions while awake." He looked around. "I just hope she's safe. Hiding around here is a little dangerous, what with all the cars."

Marty paled a little. "Didn't you see?"

"See what?"

"You know that black dude that's tangling with Spider-Man? The one calling himself Venom? He took her."

"WHAT! Where?" Doc yelled, panicking.

"Up there," Marty said, pointing to one of the tallest buildings in the square. "I wanted to go after her, but Spider-Man beat me to the punch. I think he got to them before Venom could really harm her, but -- well, we all know she gets vertigo. . . ."

"Damn it," Doc swore. "Well, I suppose she is safe up there. I just hope she doesn't have a panic attack."

Marty nodded, frowning. "Speaking of which, who the hell _is_ this Venom character?" He pointed at the frozen scene of Venom and Spider-Man each trying to web the other into submission. "I've never heard of _him_ before."

"He must be very recent, otherwise we would have," Doc said, also frowning. "What puzzles me is why he's essentially trying to copy Spider-Man. Great Scott, is it really all that hard to come up with your _own_ powers and costume?"

"Apparently not. Spidey seems to be holding his own pretty well, at least." Marty went up to the combatants and spun Venom around so he was firing at Magneto. "But I still owe him for saving Jennifer at the twins."

Doc grinned. "Lucky he showed up right when he did. Though, it makes me wonder -- where are the _official_ X-Men? Wouldn't they have responded immediately to any report that Magneto was in the area?"

"Maybe that's where the rest of Magneto's friends are," Marty said. "Causing a distraction so he can wreak havoc."

"Good point. It wouldn't be beyond him, certainly." Doc shook Marty's hand. "Good luck keeping Mystique on her toes."

Marty winked at him. "Give him hell, Doc."

The world burst back into life. Magneto smirked at Doc as Marty whizzed away again. "Well, Lightning, with you finally out--"

Doc had to admit, it was rather amusing to see Magneto's face after being splattered with black webbing. Magneto rounded on Venom. "What are you doing?" he snapped.

"We -- don't--" Venom said, looking rather confused. _Ahh, comedy gold,_ Doc thought, watching the scene with a smile. _And better yet_ --

He hit Magneto with all he had. Magneto let out a scream, dropping to his knees. Doc was rather impressed to see that he didn't immediately fall over unconscious. Not one to waste an opportunity, Doc promptly began firing lightning at Venom as well. It screeched and fled from him, Spidey in hot pursuit. "Thanks!" Spider-Man yelled as they passed him.

"My pleasure!"

Venom snarled at Doc. "You're just like _him_! Magneto was right to say you should be destroyed!" He leapt at Doc before the scientist could get off another shot, jaws open wide.

Marty abandoned Mystique and pulled Doc out of the way. Venom landed with a splat on the ground. "I just don't think this is a day for villains," Marty commented sarcastically. "What about you two?"

"I agree," Spider-Man said, firing more web balls at Venom. "I was expecting something much more difficult, especially with that little moment with the car."

"Who the hell are you, anyway?" Marty asked the creature, keeping an eye on the other two villains. Verne had Mystique back at his mercy, having switched from pigeons to dogs. Magneto was slowly recovering from Doc's lightning blast -- Marty made a note to punch him as soon as he got up. _Asshole thinks he can mess with my family. . . ._

"We are Venom! The new protectors of New York! Spider-Man does not do enough to aid the people of this city!"

"Hey, wait a minute, do you have _any _idea what the average day for me is like?" Spidey protested angrily.

"We don't care," Venom replied. "You ruined our lives -- you reduced us to this. So all we care about is when you're going to die!"

"Are you sure you're not Harry?" Spider-Man replied, his mask crinkling as he frowned. "You sound a bit familiar. . . ."

"We don't have to explain ourselves to you. Die!"

"I don't think even _I_ have this much of a one track mind," Doc commented quietly. "What did you plan to do with my daughter?"

"Oh, is that who Blondie was? Not much, to tell the truth -- just a little kissing. You certainly made a winner there, Lightning," Venom leered.

Doc's eyes narrowed. "You lay _one hand _on _any_ of my children--"

"Baron! Baron, come back!"

Everyone's attention turned to the little voice. A girl, no older than seven, had rushed into the square, apparently chasing after one of the dogs Verne had summoned to deal with Mystique. Her parents were following her, looking terrified. "Leave Baron alone, Alanna!" the mother called, eyes wide with fear. "Come back to Mommy! We have to get out of here!"

The girl ignored her parents, whistling for her puppy. "Please come back, Baron!"

"Go! Go you stupid dog!" Verne yelled at his "pack." "Go on back to her! I'm not letting a kid get hurt on my account!"

The dog -- a small brown lab -- stopped whizzing on Mystique (who was cursing loudly and trying to kick him) and ran back to his mistress. "Baron!" the girl squealed, kneeling down beside one of the buildings.

There was a sudden loud creak above her head. Magneto had tossed a car into the building earlier in the battle. The car had somehow become wedged into the front of the building. And perversely, it was just now starting to come loose. Spider-Man, sensing trouble, swung into position--

Only to see Venom run in and yank both girl and dog away with the tendrils coming out of his costume. To everyone's shock, Venom then promptly handed the girl back to her stunned parents. "Don't worry -- with us on the prowl, nothing will happen," he said, sounding genuinely good-natured. Then he turned back to Spider-Man, the scowl coming back. "We will take care of the real threat!" He jumped on Spider-Man, and they started fighting again. Marty and Doc looked at each other. "This is too weird for words," Marty muttered, putting a hand to his head.

Magneto groaned at the scene as he got back on his feet. How could he have been so stupid? Overconfidence had cost him his win at Liberty Island -- he had thought he'd learned from that experience. Venom was doing all right with Spider-Man, but that little show with the girl turned him into a liability. He couldn't have him going off and saving _humans_. And Mystique, though an excellent fighter, obviously couldn't handle what Doolittle was throwing at her. And if those approaching sirens were any indication, things were about to go from bad to worse. _At least my distraction worked. Having to deal with the _real_ X-Men with just Mystique and Venom, no matter how good they are --_

Right on cue, there was a flash of ruby-red light right above his head. Magneto cursed his luck. What had he ever done to deserve this kind of treatment?

Mystique finally managed to break free of the dogs and ran to his side. "I think it's time to leave, Erik," she said softly, eyeing the hounds. "We're not going to get very far with this little campaign. I told you to bring Unas along."

"I know, I know," Magneto said, rolling his eyes. Much as he liked her, she did have this annoying tendency to harp on his mistakes. "Well, at least now we know that those bloody 'California Division' mutants are in town, and to watch out for them. Doolittle didn't hurt you too much, did he?"

"I'm fine," Mystique assured him. "But I'll tell you this -- if that kid ever comes within reaching distance, I'll snap his scrawny neck."

"I have no doubts," Magneto smiled. He "grabbed" two of the lampposts he had thrown and flattened them, creating two oval disks of metal. Lightning zapped them, but Magneto simply picked them up again and flew them over to him and Mystique. He and Mystique hopped on, dodging more blasts from both Cyclops and Lightning. Magneto quickly levitated them over the buildings. "Come along, Venom!" he yelled, as they zipped away.

"No! Spider-Man is ours!" With that, Venom smashed his fist into Spidey's face. Black tendrils shot out of his hand, completely enveloping Spider-Man's head. Spidey pulled at the stuff desperately as his air supply was cut off. Venom smiled cruelly. "Yes, now you can die slowly. . . ."

BANG! BANG!

Venom started at the gunshots. The bullets hadn't come anywhere near him -- the policemen had been aiming at Magneto. But he had felt a sudden shock at the _sound_ of the gunfire. The symbiote had jerked away, almost like it was in pain. _What's wrong with us? It can't be Eddie, he didn't mind loud noises. Even listened to punk rock with the volume turned up. No, it must be the other. The noise is hurting it, weakening it somehow. We don't want to be weak. How can we kill the evil ones if we're weak?_

He looked around and saw more officers with guns, preparing to fire -- this time at him. The bullets most likely wouldn't hurt -- he could catch them with the other before they hit him. But the sound. . . .

He screeched as a bolt of electricity sliced through him. He had almost forgotten about the X-Men in his fight with Spider-Man. And with more of those freaks coming -- well, he was hopelessly outclassed. He'd probably end up dead before he could save anyone else, and he didn't want that. Leaving a layer of black goo on Spidey's face, he took off, dodging the gunfire the police sent his way.

Doc jogged over to Spidey and helped him pull the goo off. "Everyone else all right?" he called.

"I'm good, maybe a bruise or two," Marty admitted.

"Same here," Verne nodded, sending the dogs away.

"Stunned, but -- but I'll live. I've -- I've been through a -- a lot worse," Spider-Man said, getting his breath back. "I take it you're that California Division I've heard mentioned around the mansion."

"That's us," Verne said proudly.

"Except that Dream is currently stuck on that building, thanks to Venom," Doc said, looking rather worried. "She's never liked heights that much -- I'm scared she might have a panic attack and end up hurting herself."

"I'm on it," Spidey nodded, webslinging to the building and starting the long climb up.

The three X-Men turned to Cyclops, who had joined them in all the confusion. "So, where the heck were you guys?" Marty asked, just a bit too casually.

"Fighting two other mutants across town," Cyclops said. "The Blob and Unas the Untouchable. The Blob wasn't too bad, but Unas was a challenge -- he repelled every attack we sent against him. Jean finally figured out a way to psychically increase his power so he couldn't affect us either. It got a little out of hand, though -- she increased it so much, he repelled _everything, _including the air around him. The guy nearly suffocated before she could bring it under control."

"Great Scott," Doc said, shocked. "I hope that they're safely in custody now."

"They are. Now what happened over here?"

Friday, November 5th

11:02 A.M.

Both girls started as Spidey climbed up and onto the roof. "Hey ladies," he greeted them cheerfully. "Can I interest you in Spider-Man's Taxi Service?"

Mary Jane giggled. "I'm game. You've given good service before."

"Just get me down, please," J.C. said, resisting the urge to peek over the edge. "I want to be on _proper_ solid ground."

"Sure thing." Spidey wrapped one arm firmly around J.C., while M.J. hopped onto his back. "Hang on tight!" He webbed the nearest building, and swung.

J.C. screamed as the ground rapidly rose up to meet them. Automatically, she grabbed at the closest thing she could find --

And moments later, found herself holding Spidey's mask.

She stared at it numbly for a moment as they continued down. Then it hit her what she had done. "Shit! Sorry," she said, hastily trying to get it back on his head. "I didn't meant to -- do. . . ."

Her voice trailed away as she got a good look at Spider-Man's face. "Oh my God," she whispered. "You're--"

Spidey grinned at her weakly, then landed so that his back was to the crowd and the police. The rest of the X-Men's eyes went wide as they saw his face -- except for Cyclops, who smirked. "I can--" Spidey started.

The world went suddenly silent. Spidey and M.J. looked around to find their surroundings suddenly frozen, and Clockstopper, Lightning, and Doolittle a lot closer than they were before. "So we wouldn't be disturbed and all that crap," Clockstopper said. Then with a faint smirk, he added, "So go ahead --

"Peter."


	6. Chapter 6

Chapter 6

Friday, November 5th, 2004

New York, New York

11:04 A.M.

Peter grinned guiltily. "You caught me. Welcome to the 'I've Seen Spidey Unmasked' Club. Thank you for not being supervillains this time."

"Not a problem." Clockstopper shook his head. "Just figures. The kid who always gets the best photos of the superhero _is_ the superhero. That's cheating, you know."

"Hey, at least my mask effectively conceals my identity," Peter traded back. "You really have to do something about that hair, Doc."

Doc smiled, sliding off his mask. "Well, it's not primarily for identity concealment. It's linked up to the rest of my costume. The whole thing is a system that allows me to gather excess electrical energy from the air, instead of constantly having to rely on larger, outside sources."

"Interesting," Peter said, impressed.

"What I'm interested in is how you get your pictures," Verne admitted. "I didn't see you holding a camera while you were webslinging. Is it built into your costume?"

Peter shook his head and pointed to a camera webbed into a nook in one of the buildings. "Canon New F-1 SLR," he said. "I used to rely on the timer delay, but recently I've been working on a remote for it -- one that doesn't require a cable." He pulled off his glove to reveal a shutter release switch. "Though building one into my costume might be something to consider. Modifying the interval timer I got for it has been a job and a half, and I really just don't have the time. Doesn't help that I don't own a computer at the moment and have to develop the film the old-fashioned way. Digital would be a hell of a lot easier to handle. At least the _Bugle_ has the right kind of darkroom."

"Yeah, I know." J.C. blushed. "Sorry for yanking your mask off like that, Peter. The sudden descent freaked me out."

"It's okay. It's not like my mask hasn't come off before." Peter scowled to himself. "A whole tram car full of commuters knows my face because I yanked it off in saving them. At least they've all kept their word and kept silent."

"I take it the rest of the X-Men know?" Marty asked.

"Yeah, and so do most of the kids on Xavier's campus. I got a lot of teasing about being a late bloomer."

They all chuckled. "Good. Then I guess we can finish this conversation with all of them," Doc said, grabbing ahold of Marty's costume. Verne did the same. "Especially since we need to talk to them about Magneto anyway." Peter nodded and quickly yanked on his mask before grabbing Marty's arm.

The world came back to life. Cyclops immediately deduced what must have happened and gave them a thumbs up. The police looked a little puzzled, but took things in stride. The group assured the police that they were all right, and that they had probably driven off all the supervillains for today. Once that was over, they returned to meta-time to change. "Have you got your clothes on hand, Peter?" Marty asked as Verne got their civilian clothing.

"It's over here." Peter crawled up a nearby wall and returned carrying his camera and what looked like a bundle of webbing. "The webbing keeps -- curious animals away from my clothes."

J.C. wrinkled her nose. "Eww."

"We hear ya buddy," Marty said sympathetically. "Remember when Einstein decided to mark our clothes for us, Doc?"

Doc shuddered. "Took three laundry cycles to get the smell out. I was tempted to burn them, honestly."

"Hey, at least a pregnant rat never tried to make a nest out of them."

"You win," J.C. said, turning a little green.

Verne looked thoughtful as he pulled on his civilian clothing. "You know, I have to wonder what Magneto's purpose was. I mean, I know he likes showing off a little, but -- doing battle with only two other mutants as backup?"

"That isn't like him," Doc agreed. "Magneto doesn't do anything without some sort of plan behind it. You know, I get the distinct feeling he wasn't expecting _us_ to show up."

"But if he was expecting the regular X-Men, why use Unas and Blob to lure the team away?"

"Divide and conquer trick?" Marty suggested.

"Perhaps. Whatever it is, I'm positive it has something to do with his new associate Venom."

Peter nodded, pulling off his mask. "Me too. Maybe he wasn't going after the X-Men this time, but me. That Venom character was really intent on cracking my skull open."

"We noticed."

"I want to know what the deal was with his costume," J.C. admitted, slipping on her shirt. "How did he get those black tendrils to reach out and grab things?

"We can find out," Peter said, walking over to some of the leftover goo. He carefully scooped some into his mask and twisted it shut. "I'm sure Hank McCoy would let us use his lab."

"Definitely," Doc said with a grin. "You know, it'll be good to see Hank again. We haven't talked in a while." He looked around. "Is everyone ready?"

"Ready," the group replied. They returned to regular time and raced back to their waiting families. "Everyone all right?" Doc asked immediately, looking worried.

"We're all safe," Clara reassured him, giving him a kiss.

"Yeah, Dad, you saved the day again," Jules said, genuine pride in his voice. "That was a pretty incredible show."

"You were cool, Daddy," Douglas said happily.

"Yeah, you showed that mean Magneto," Marlene agreed. "Only a mean person would try to drop a car on us. No manners."

Marty was surprised to find that he could laugh at that. "I know, sweetie. I know." He picked her and Douglas up and hugged them tight. "It's good to see that you're all safe and sound."

"It's good to see that _you're_ all right too," Jennifer said, kissing his cheek. "After all, you're the one who was doing all the dangerous stuff." She squeezed him. "I always worry that one day you're not going to come back."

"Well, it's not today."

"Daddy, was Spider-Man really not wearing his mask for a second?" Douglas asked.

"Yup -- J.C. accidentally pulled it off when he rescued her."

"Wow, so you got to see who he was?" Marlene asked excitedly. "Can you tell us?"

Marty looked questioningly over at Peter, who was standing near the alley mouth with Mary Jane. Peter nodded, smiling slightly. "Do you promise not to tell anyone who he is?" Marty said, using his best "I mean business" tone.

"We promise," Douglas and Marlene chorused.

Marty hesitated for a second more, taking stock of the young twins. Once he was sure that they were serious about this, he relaxed and smiled. "It's Mommy's cousin Peter."

Jennifer blinked. "You've got to be kidding me," she said. "Peter? _Spider-Man_?"

"It's true," Peter said, coming closer to the group. "I'm Spider-Man." Before Jennifer could protest again, he fired a webline at the wall above her head.

Jennifer stared at him for a long moment. Then a wide smile split her face. "That's great! Finally, someone in my family has super powers!"

"Hey!"

"I meant my biological family," Jennifer quickly amended. "No offense, but you know I've always felt a little left out. You're a mutant, and we know the kids most likely are as well -- I'm the only normal human in the bunch. But now--" she grinned. "Spider-Man. Wow."

"We're going to have to pump you for information," Jules said, interested. "Are you a mutant like us? Or did you get your powers in some other fashion?"

Peter glanced outside at the mess of cars and people. "Other, but we might want to get out of here before things get too crazy. I told Cyclops what had happened and where we were headed. He said he'd alert the rest of the team and meet us there."

"I hope Kurt and Ororo can handle all the company," Clara said, worried.

"I would hope so -- they probably heard about the fight through their communication units," Doc pointed out. "In fact, one of them might have even joined in. They're X-Men, Clara -- I'm sure they're prepared for these quick group meetings." He started walking towards the exit. "Let's go. The sooner we talk, the sooner we can figure things out."

"Wait a minute!" Jules said suddenly. "When Magneto was throwing cars around, didn't he wreck our rentals too?"

There was a moment of silence. "Our renter's insurance covers 'act of supervillain,' right?"

Friday, November 5th

11:39 A.M.

Doc finished paying his fare. "Thanks again."

"No problem," the driver, a rather scruffy-faced man, replied in a gravelly voice. He drove off, leaving the Browns to breathe a sigh of relief. "Nice guy, _bad_ driver," J.C. said, shaking her head.

"I know. 'What does a yellow light mean?' And talking slower when we told him it meant 'slow down?' _Honestly_," Jules groaned. "_Somebody_ did too many drugs in the sixties."

"Well, at least he got us here all in one piece," Doc said, although privately he agreed with his children. Spotting a motorbike and a large van with a white X painted on the side in the driveway of the house, he added, "And it appears Peter and the other X-Men beat us here. I wonder if Marty is here already as well?"

Another cab pulled up, and the McFlys got out, answering his question. Marty lingered a moment to pay the fare. "And here," he said, giving the driver a $20 bill. "You deserve it. And thanks."

"So you used Sunshine cabs too, huh?" Verne asked Jennifer.

"They were available," Jennifer shrugged. "Although the dispatcher kept calling up our diver to make -- comments."

"Yeah, that's why I tipped her so much," Marty admitted as the cab pulled away. "I'm sure Miss Nardo there appreciated it." He looked around at the small blue house and yard. "Nice place the Wagners' have here. Kinda reminds me of back home."

"Yes, though luckily we got a bigger yard."

They knocked on the front door. A few seconds later, it opened to reveal a rather tired-looking Kurt Wagner. He mustered up a smile upon seeing them. "_Guten tag_," he said. "I'm glad to see you arrived safely."

"It's good to see you too, Kurt," Doc said, shaking hands. "The little one wearing you out?"

"_Ja_," Kurt admitted, leading them inside. "Mary loves to cry in the middle of the night. Ororo's actually kept a tally -- she cries most often at 12:15 A.M., apparently."

"Wow," J.C. said. "That is one regular baby."

"Mary, huh?" Jules added. "That's a nice name."

"_Danke._ She's named after Mary, mother of God. Ororo picked her middle name -- Sky."

"Mary Sky Wagner," Verne repeated thoughtfully.

Kurt chuckled. "It does sound a little strange all together, yes?"

"Nah, it's pretty," Marlene said. "Better than Marlene Thomasina."

Kurt cocked his head, puzzled. "Thomasina?"

"We let Doc chose the middle names," Marty explained. "Apparently he forgot about all the female scientists."

"I _was _rather put on the spot. . . ."

The rest of the group was crammed into the living room. Ororo was sitting on the couch, cradling a very small, very blue baby. Jean was sitting beside her, with Logan and Scott standing behind them. Professor Xavier had parked his wheelchair next to the couch. Bobby was in the next chair over, with Marie sitting on the arm. Peter and Mary Jane occupied the other armchair on the opposite side of the room. Hank McCoy was leaning on the back of their chair, and was the first to notice the new arrivals. "Hello Emmett! How are you?"

"Pretty good for someone who just fought a famous supervillain," Doc said, smiling at Hank. Out of all the X-Men, he got along best with Hank. Clara often joked that they must have been separated at birth, what with their similar mannerisms and speech patterns. "How are you?"

"Good, working on some new experiments in the lab. I'm trying to expand the capabilities of the image inducer to include touch. It's getting awkward, wearing gloves so people won't notice my fur."

"I see. I wish you the best of luck with that."

"Glad to see you guys made it here okay," Peter said.

"It was a bit of a struggle," Doc admitted. "I dread having to straighten things out with our rental place later."

Clara, Jennifer, and J.C. promptly started cooing over little Mary. "Definitely her father's girl," Clara chuckled as a tiny tail wrapped around her finger."

"She's got Ororo's hair though," J.C. pointed. "And her ten fingers and toes." Looking at Kurt, she added, "No offense meant."

"It's fine," Kurt said. "I was glad to see that, honestly." He looked down at his own malformed hands. "I often wish I had a proper set myself."

"Your hands are fine," Ororo assured him.

"_Ja_ -- as long as I don't have to write anything. I could never hold a pen correctly."

"You're an X-Man, you don't need to write," Marty said. "Which reminds me -- Professor Xavier, were you able to see Magneto with Cerebro or no?"

Professor Xavier shook his head. "He still possesses his telepathy-dampening helmet. Thus we learned about your situation a little too late, I'm afraid."

"It's okay. I think we handled ourselves pretty well," Verne said with a grin.

"Magneto got a nasty surprise when we showed up," Doc agreed. "I don't think he's ever met a mutant whose powers were capable of canceling his own. We fought at a stalemate for most of the battle. I even managed to render him unconscious for a brief period."

"Impressive," Logan said, one eyebrow raised. "We could have used you on Liberty Island."

Jennifer leaned on Peter's chair. "So, Peter -- how _did_ you become Spider-Man? You said before you weren't a mutant."

"He's more like an honorary mutant," Bobby kidded.

"Actually, I let Dr. Grey and Professor Xavier study me after I met them, and I do carry the mutant gene. But they think that it's likely that I would have just remained a carrier all my life -- if one thing hadn't happened." He held out his hand, showing a tiny scar near his thumb. "Our high school science class took a field trip to a genetics lab, and I ended up getting bit by a genetically-altered spider."

Marty swallowed a laugh. "A spider bite. That's all it took."

"That's all. I got really sick after getting bitten, and woke up the next morning with my new powers."

"Our hypothesis is, if Peter had gone active in the normal way, he would have expressed just one of his spider powers," Jean explained. "The venom from the spider-bite seemed to have the effect of rewiring his DNA enough so he could express them all."

"Cool," Douglas and Marlene said.

"They're big into bugs at the moment," Jennifer said with a slight eye roll.

"So everything really is all natural?" Doc asked, curious. "I've heard rumors you built the web-shooters and created a liquid, chemical-based web."

"With the fortune and lab Aunt Dolores gave me, you mean?" Peter countered with a smile. "Nope, everything's completely natural." He pushed up his sleeve to reveal a small slit in his wrist, then pressed his two middle fingers to his palm. A web strand obligingly flew out and stuck against the wall.

"How come it doesn't come out your butt?" Marlene asked frankly.

"Marlene!"

"It's all right -- I wondered that myself," Peter laughed. "I'm not sure why, I'm just glad it doesn't."

"How many powers _do_ you have?" Jules wondered.

"Well, there's the obvious stuff -- the web-slinging and the wall-crawling. I've also got the proportionate strength of a spider, ultra-fast reflexes, and a sort of 'spider-sense' that can alert me to danger."

"Something that we hope Dr. Grey and Dr. McCoy over there can figure out how to give us one day," Bobby spoke up.

"That's great, Peter," Jennifer said proudly. "I'm glad you've been able to put all your powers to good use."

Peter, however, was frowning. "Hey, wait a minute. I just realized -- my spider-sense didn't work at _all_ on Venom. I never had any idea of where he was coming from."

J.C. winced. "Considering his main goal seemed to be eating your head, that's not good."

"Tell me something I don't know."

"Venom?" Marie asked, frowning.

"Magneto's newest ally," Doc explained. "We're not sure yet what his goals are."

"Not sure? He's working with _Magneto_," Logan said pointedly.

"Yes, but -- he rushed to save a little girl when she was in danger," Peter said, sounding baffled. "That's not normal behavior from one of Magneto's usual allies."

"I dunno -- he was acting fairly skeevy with me when he put me on top of that building," J.C. said with a shudder. "I really wish he had chosen someplace lower. . . . M.J., how do you _stand_ it?"

"I just keep telling myself, 'Peter won't let me get hurt,'" Mary Jane said. "Plus, by this point, I've gotten kind of used to it." She grinned and squeezed Peter's hand. "Webslinging -- now _that's_ fun."

"So what exactly can this Venom character do?" Scott asked, looking very serious.

"He's -- well, honestly, he's kind of like Spider-Man," Verne admitted. "He seems to have all the same powers."

"He does," Peter said, rubbing his side. "He even seemed to be a little bit stronger than I was."

"He didn't really hurt you that badly, did he?" M.J. asked, concerned.

"He tried," Peter said. "But I managed to hold my own. It helped that he couldn't shut up about how he was going to eat my brains. Allowed me to get a few extra shots in."

"Don't you mean 'we?'" J.C. pointed out. "That's how he kept referring to himself."

"Sort of like Gollum in Lord of the Rings," Jules said. "Maybe he has multiple personality disorder."

"He might, but in those cases, the other personalities generally don't know each other," Hank said, playing with his hands as he thought. "I'll have to do some further research later."

"There's something pretty strange about his costume too," Marty said. "He can make these tendrils come out of it and grab things."

"Not to mention that huge mouth full of sharp teeth," Clara said with a shudder. "And that tongue of his!"

"He's probably the best French kisser on the planet," J.C. joked.

Everyone looked at her. "You're a nice girl, but you're really weird," Marie finally said, lifting an eyebrow.

"Excuse me for trying to lighten the mood."

Mary began crying. "Must be time for her bottle," Ororo said with a tired smile. "Kurt, could you--?"

"Of course, _mien Liebe_." Kurt headed into the kitchen and returned with a bottle. Ororo popped the nipple into the baby's mouth, immediately silencing her.

Hank looked thoughtful. "Well, then, it sounds like this 'Venom' gets his powers not from a mutation, but from an advanced costume. Which makes me wonder why Magneto's working with him."

"Especially since he's gotten on our case for teaming up with Peter," Bobby scowled. "He thinks of Peter as a fake -- a wanna-be mutant."

"Could they just have been at the same place at the same time?" Jennifer asked.

"Doubtful," Doc said. "Magneto looked to be giving a signal to someone shortly before Venom joined in."

Marty snapped his fingers. "And that was right when _Peter_ showed up! Maybe he _is_ using Venom to get rid of Spider-Man!"

"Oh, how lovely. Magneto _is_ capable of tolerance," Jennifer said, her voice dripping sarcasm.

"So what do we do?" Marty asked. "I don't think we should just sit around waiting for them to make the next move."

"Neither do we," Jean said. "Professor, do you think you could find Mystique with Cerebro?"

"Or maybe Venom?" Jennifer asked.

"I'll try it, yes. Mystique may have been shielded by Magneto, though. And if Venom can shield himself against Peter's spider-sense, there's a possibility he could shield himself against telepathic intrusion and detection."

"It's worth a try."

"That it is," Professor Xavier agreed. "As soon as we get back to the mention, I'll conduct a search."

"And we'll be on the lookout for any unusual activity," Doc said. "I have a hunch that at least Venom will be making another appearance soon."

"If he comes anywhere near this house, he's going to get a nasty surprise," Ororo said, clutching Mary to her chest. There was a roll of thunder from overhead.

"Don't worry," Clara said reassuringly. "We won't let them anywhere near your child."

Friday, November 5th

12:29 P.M.

"What are you doing, saving children!"

Magneto glared at Venom. "Your job is to kill Spider-Man! Not to play hero to some useless child!"

"We _were_ trying to kill Spider-Man," Venom snapped sulkily, sitting on the ceiling. "But we couldn't let an innocent be harmed."

"What about J.C.? She's an X-Man, and you practically rescued her from Mystique!"

"We were saving her for ourselves! If the bug hadn't come along, we would have had some fun, that's all."

Magneto muttered a string of nasty words in German and turned to Mystique. "Have you contacted Frieda Stamos yet?"

"Yes," Mystique said, looking disgusted. "She didn't want anything to do with our plans. Said that the 'Shaw experience' cured her of ever wanting to go after the X-Men again."

"Damn it. She was a powerful ally. How about the others?"

"Marko and Wyngarde have both agreed to join us. And of course Unas and Dukes have remained on board -- though Unas required a bit of persuasion." Mystique smirked. "Marko seemed especially eager. I think he'll be a real asset to us." She dropped back into a scowl. "The rest are either pretending to consider it, or flat turned me down."

"Well, at least we have their support. Charles will be reluctant to harm Marko, if I remember correctly. And Pyro?"

"Recaptured, unfortunately. He was coming to meet us when he ran into some police trouble. He might have made it through if Iceman hadn't shown up." Mystique grumbled. "That boy is far too impulsive."

"We'll let him cool his heels for now," Magneto said. "Missing out on the action might teach him a lesson. Besides, we can't waste time rescuing people now." He turned back to Venom, glaring. "I wouldn't care so much about your 'hero complex' if you were saving the genetically pure. _We_ are the future, not them."

Venom recoiled, looking shocked. "You would let innocent humans die?"

"No human is innocent," Magneto said in a measured voice. "None of them. They're stupid creatures, full of hate and greed."

Venom hissed. "_We_ are human. Or, Eddie was," he amended.

"And I would have killed you in a heartbeat had you stood in my way. The same goes for Harry Osborn."

Venom dropped down from the ceiling, considering Magneto carefully. "And what do you think of us now?"

Magneto sighed. "I consider you to be slightly better than that pretender Spider-Man. And that's only because you work for me."

Venom cocked his head, as if suddenly seeing Magneto in a new light. "You're a twisted old man," he said, voice cold.

"I have every right to be," Magneto replied. "I was broken, humiliated by these inferior creatures _twice_. It will _not_ happen a third time. The future is ours. Once we subdue the X-Men and Spider-Man, the genetic cleansing will begin." He poked a finger into Venom's chest. "So the next time you see Spider-Man, concentrate on killing him. Not on saving humans."

There was a long moment of silence. Then Venom pulled away from Magneto. "We'll kill Spider-Man," he snarled, "but not for _your_ agenda. Our aim is to be come better than Spider-Man ever was. It is part of his punishment. We will _not_ let innocents die." A black tendril suddenly shot out and wrapped itself tightly around Magneto's throat. "The next time we see you -- you will be fair game." With a parting squeeze, Venom jumped out the window.

Magneto gasped for air, then felt the forming bruise around his neck. He looked over at Mystique, who looked very startled -- and rather murderous. "I believe we may have a situation, my dear." He sighed deeply. "At least he's still going to kill Spider-Man. We can deal with him after he does that. How long until Marko and Wynegarde arrive here?"

"Two, possibly three days."

"We'll lie low until then. I don't want to give him or Charles any excuse to end our plans before they've begun."


	7. Chapter 7

Chapter 7

Tuesday, November 9th, 2004

New York, New York

3:14 P.M.

Susan "Inky" Lawkes raced down the street, doing her best to cover her head with her huge backpack. It was only raining lightly now, but the clouds overhead promised a spectacular downpour later. _Man, I hope I can make it home before I get soaked! Why did that meeting on the school newspaper have to take so long? _Inky rolled her eyes. _Well, maybe the rain will wash all the crap off my hands. No wonder my pals call me "Inky," I don't think my fingers have been clean for --_

A man suddenly stepped in front of her, forcing her to stop short. "Where are you off to in such a hurry?" he asked sweetly -- a little too sweetly.

Inky's guard shot up. "Just around the corner," she fibbed, letting her backpack drop. "My older brother's there -- he plays football."

The man grabbed her and produced a knife. "You're a bad liar, girl," he smirked. "And now you're coming with me."

Years of safety training at Westbrook High came into play. Inky kicked the man, aiming for his balls, while simultaneously trying to twist free of his grip. They struggled for a moment as Inky began screaming for help. Then the stranger managed to regain control, forcing a hand over her mouth and picking her up by the waist, pointing the knife up and into her rib cage. Chuckling to himself, he began to drag her away.

Suddenly, thick black tendrils appeared out of nowhere and wrapped themselves around the man's throat. The man was forced to drop both the knife and Inky as he gasped for air. Another tendril quickly whipped the knife away as the girl fell to the ground. Stunned, Inky watched as the tendrils lifted the man off the ground and up to a previously-hidden figure sitting casually on the wall. She recognized instantly the blank white eyes and the gaping maw full of teeth. _Venom. . . ._

Venom sneered at the struggling man. "Kidnapping little girls off the street? Tsk tsk. We don't like that." His long tongue flicked out and grazed the side of the man's face. "We don't like that at all."

The man merely squeaked in terror. Venom smirked, then seemed to notice Inky for the first time. The girl barely hid a shiver as Venom smiled at her. "It's all right now. Go on home. We can handle this."

Inky didn't need a second invitation. She grabbed her stuff and started running. _Why couldn't it have been Spider-Man? I like--_

There was a sudden loud crunch behind her. Inky ran faster, forcing herself not to look back.

Wednesday, November 10th, 2004

New York, New York

7:31 A.M.

"He's struck again."

Clara sighed deeply. "Who was it this time?"

"A man. Not identified yet. Same M.O. as before -- victim tied to a nearby wall, upside down, with his skull broken open and a good portion of his cerebellum missing."

J.C. pushed away her bowl of corn flakes. "Well, there goes my appetite."

"I don't blame you," Doc said sympathetically. "Reading about Venom's activities makes me disinclined to eat as well."

Jules shook his head. "He is a _weird_ one," he muttered. "He kills people, but they're always scumbags who were committing crimes."

"It's confusing the hell out of Peter," Doc nodded. "Whenever they fight, Venom won't let any innocents get hurt. Peter's not used to that at all."

"I wouldn't be either, frankly," Marty said. "I always thought supervillains were supposed to hurt people."

"Well, he is -- he's just hurting people we don't care about," Verne pointed out.

"Good point. Ten to one this latest victim was trying to either rape or mug someone else." Doc sighed and folded up the paper. "The Big Apple can be a strange, strange place at times. I'm glad we live in a nice, quiet town."

"Me too," Clara agreed. "Back in Hill Valley, we don't have to worry quite so much about you four being on call all the time."

"After this trip, it'll probably be like being on vacation," Marty admitted.

As they left the hotel diner, the mind-numbing sound of the traffic was suddenly shattered by a woman's screams. Doc, J.C., Verne, and Marty looked at each other nervously. "Don't tell me he's done something else already," Doc muttered. "Stay here, girls." They sprinted across the street, looking for the source of the noise.

They pinpointed it in one of the alleyways so common to New York. J.C. ran in first, ready to project an illusion if need be. "Hey, Venom! How about--"

What she saw drew her up short. There was no Venom -- no attacker at all, actually. Just a woman, lying bleeding on the ground.

A _blue_ woman, lying bleeding on the ground.

Doc, Marty, and Verne came in. "What's going on? What have we got?" Doc asked briskly, his hands fully charged.

"Mystique!" Verne gasped, spotting the woman.

Mystique slowly lifted her head. All four X-Men were struck by how weak she looked. Normally the shape-shifter wore an expression of haughty arrogance when dealing with others. Today she looked scared and in pain. "Hello," she blurted, voice trembling.

"What happened to you?" Verne asked, staring. Mystique's body was covered in bite marks.

Mystique scowled. "Venom," she hissed. "I told Erik that working with Osborn was a mistake. . . ."

"_Venom_ did this to you?" Doc asked, raising an eyebrow. "We thought you were working together."

"He left right after that first attack," Mystique explained, trying to get up. She faltered and fell before she could get even halfway. "He didn't agree with Erik's motives. He's on his way to kill Erik right now." She abruptly reached up and caught J.C.'s skirt with a bloody hand. "He attacked me to learn where Erik was. Please, help him. I'd rather see him in jail than dead!"

"Why should we?" J.C. snapped, looking disgusted. "He'd kill us in a heartbeat!"

"Because it's the right thing to do," Doc said, though he didn't look much happier about it than her. "Death by Venom is a very hard way to go."

"Which means we'd better get her to the hospital," Verne said, kneeling down and using his coat to wrap up Mystique. "We're _not_ doing this because you asked us to," he added, glaring at her. "We're doing this simply because we don't think even Magneto deserves to die like that."

"I had no illusions," Mystique said, nodding.

"Clara! Bring the car around!" Doc yelled, poking his head out of the alley.

Clara and Jules appeared on the scene. "Honey, what was -- oh my."

"We're taking her to the hospital," Doc said quickly. "Venom attacked her, and now he's after Magneto. Apparently there was a breakdown in communications between them shortly after our first battle."

"Where is Magneto?" Marty asked as they loaded her into the car.

"At Xavier's school," Mystique said. "He's freed Unas and Blob, and he has the help of two other mutants, Mastermind and Juggernaut."

"Trying to destroy the X-Men again, huh?" Jules grumbled. "I guess that gives us a better reason than just going to stop Venom. . . ."

Clara suddenly frowned. "Isn't _Peter_ at Xavier's school today as well?"

Wednesday, November 10th

8:22 A.M.

Doc had not expected to be greeted by the sight of a large man's naked buttocks when they arrived at the Institute. He and the rest of the Californian X-Men stopped and stared in amazement. Jennifer, hanging back with Clara and Jules, quickly covered Douglas's and Marlene's eyes. "What's going on here?"

The man turned to face them. He looked extremely pissed off -- Doc supposed that was only natural. "Who are you?" he snarled, thankfully keeping his legs crossed.

"Some people who are wondering why the hell you're not wearing pants," Marty said, eyes wide.

The man glared at them, then suddenly lunged. Doc promptly responded with a mild jolt of electricity. "Don't you dare--"

To his shock, the current almost seemed to bounce off the man! Doc quickly caught it before it could strike anyone else. _What the -- wait a minute. This must be Unas the Untouchable. But why isn't he wearing any clothes? Surely his powers aren't--_

It came to him in a flash. Studying Unas's eyes, he noticed a faint, reddish cast to them. "Jean?"

"Hey," Jean said, attracting their attention. She was standing partway in shadow beside the gate, eyes aflame. "Glad you could make it."

"We just heard about the problem," Marty nodded.

"I take it we've been rather intimately introduced to Unas the Untouchable -- and, currently, unmentionable," Verne said with a grin. Unas glared at him.

Jean smiled back. "The one and only. Unfortunately, it's taking a lot out of me to strengthen his power enough so that he repels almost everything, but not enough so that he suffocates or flies off the earth."

"You could do that?" Marty said, sounding a bit awed.

Jean shrugged. "I swear, ever since you and Dr. Brown saved me from drowning, my powers have just gotten stronger."

"Wow. Maybe I should try a near-death experience sometime," J.C. kidded.

"Trust me, it's not worth it," Doc said seriously, remembering his bout with Legacy with a shudder.

"Definitely not," Jean nodded. "You'd best get in there, Lightning -- I think Wolverine might be having some problems with his metal skeleton."

"No doubt. Come on, everyone. You five, stay here and take care of yourselves."

"Right," Jennifer nodded, holding onto the twins tightly. "Go kick butt."

"Good luck, Daddy!" the twins chorused.

"Thanks kids." Marty grinned at his fellow teammates. "Let's do this!" They raced onto the grounds.

It was utter chaos on the campus. Magneto was using Wolverine's metal skeleton to his best advantage, throwing him at the other X-Men. Hank McCoy, in full costume and openly displaying his blue fur, was opposing him, kicking and punching Wolverine away from his targets. Next to Magneto was a grotesquely obese man, who waddled around, placidly ignoring all attacks made against him by Cyclops and Iceman. Standing nearby was a shockingly beautiful woman with long brown hair and bright hazel eyes, sending come-hither looks at all the men. Verne gulped. "Wow. Why are all the bad girls so pretty?"

"Actually," Doc said with a slight smirk, "she isn't."

Marty snorted. "Illusionist. Figures. Let's hope she relies on that instead of fighting."

"I bet she does, considering how sexy she's made herself," J.C. said, curling her lip in disgust. "I'll handle her. Dad you take Magneto. Verne, Marty, see if you can help Iceman and Cyclops."

"Yes ma'am," Marty saluted. "Doc, would you do the honor of announcing our presence?"

"Certainly." Doc's eyes glowed bright, and a large arc of electricity leaped from his outstretched hand to Magneto's helmet.

Magneto yelped and clutched at his head, dropping Wolverine. He spun around and glared at Doc, furious. "You again! You've meddled in my business for the last time!"

"Exactly our sentiments, Magneto!" J.C. called. "We didn't come to New York to deal with a crazed supervillain! This ends today!"

"Crazed? Is that really how you see me?" Magneto said, dodging another blast from Doc.

"Well, what do you call all this?" asked Verne, calling all the available birds and sending them against the obese man.

"I call it thinning the herd," Magneto said casually, snapping some of the spikes off the gate. "Survival of the fittest, as it were. I am simply making sure that our race can survive."

"What you're doing is acting like a goddamned _Nazi_!"

The instant she said it, J.C. knew she'd messed up. Magneto turned purple. "Nazi?" he spat out. "NAZI? JUGGERNAUT!"

What appeared to be the human equivalent of a tank appeared from around the corner. Beady blue eyes peered out at them through a large, round, red helmet. "More of Charley's little friends?" he grunted, sounding like pins being dropped through a metal pipe. "Just leave them to me."

"Okay, I think we need a slight change of plan," Verne squeaked.

"I agree. Plan B, do whatever you can to stay out of this guy's way!" Marty yelled as Juggernaut charged. The group scattered like a bunch of bowling pins. "Doc, see if you can do anything to him!"

Doc threw a bolt of electricity at the man. It hit, but Juggernaut was barely slowed. "Damn, damn damn!"

Magneto laughed. "You should be more careful who you choose to insult, girl!"

"I know that now for future reference," J.C. nodded, running up to the Blob. Just before she crashed into him, she grabbed handholds in the fat and flipped over his head. The birds were still attacking him, but J.C. noticed they weren't having much of an effect. The Blob simply ignored all the puncture wounds. Most of them were barely even bleeding. "Jesus, how much fat do you have on you?" she asked, disgusted.

"Enough so that none of you freaks can move me," Blob said proudly. "I'll be here until the end of time."

"I can see. Have fun." She ran over to confront Mastermind. "Hey! Pretty girl! Check this out!" She closed her eyes tightly and concentrated. Minutes later, a 60-foot long snake appeared on the grounds, hissing at the combatants. Most of them were sufficiently startled to back away before regaining their equilibrium.

Mastermind chuckled. "Is that the best you can do? Oooh, Doolittle!" Verne looked over. Mastermind flashed him a dazzling smile. "You really don't want to fight little old me, do you?"

To J.C.'s horror, Verne began to smile stupidly and shake his head. _Crap, she _is_ a pro!_ "Doolittle! Illusion, remember?" she yelled in warning, allowing the snake to fade out of existence.

Verne continued to smile. At least, until Marty smacked him in the head with a tree branch. "Ow! What the hell?"

"Sorry, but we can't risk you accidentally joining the other side," Marty said. "You almost looked like you'd been hypnotized."

"Maybe I was," Verne admitted, being careful not to look back at Mastermind. "Thanks for snapping me out of it." He quickly redirected his birds at the illusionist.

The birds descended -- but then flew right _through_ her! Verne and Marty exchanged an astonished look. "Dad, didn't you see that?" Verne yelled.

"I'm a little busy!" Doc yelled back, dodging another attack by Juggernaut. "She's more to your left now!" Verne redirected his birds appropriately.

Marty timewarped over to Cyclops. "So, what's the report? Where are Storm and Nightcrawler? And Professor X, for that matter?"

"Professor Xavier is inside the mansion -- he's using his telepathic powers to keep the kids calm and to try and influence Magneto's allies into staying outside," Cyclops replied. "As for Storm and Nightcrawler -- You really think it would be smart to make one of them leave their kid now? That's just _begging_ for a kidnap attempt." He sent a burst of energy toward Juggernaut as Marty nodded in agreement. "But yeah, we could probably use them, especially with Jean concentrating on Unas." He scowled. "I know she wants to do more, but she doesn't want to lose control and accidentally kill someone."

"I hear ya," Marty nodded again. "Where's Pete?"

"Spidey, Iceman, and Rogue are guarding the door -- there's no way in _hell_ we're letting them into the school. We know at least Magneto is resistant to telepathy, after all. We had a close call with Juggernaut too, but some iced webbing to the face convinced him to back off for now."

"Great," Marty said, offering Iceman a grin.

"What's even better is that I was able to get a bare-fisted punch right into Magneto's face," Rogue said as Iceman grinned back.

"Good for you."

"Yeah. But it's really good to have you guys as back-up," Cyclops admitted, blasting Blob again. This time the man actually winced a little. "Both Blob and Juggernaut are resistant to my eye-beams. Those birds seem to finally be softening up Blob, though."

Marty looked at him. "Has he actually tried to attack anyone?"

"He did grab Rogue at one point. But he grabbed her by the _neck_."

"So I suppose I can safely guess nobody's moving her from in front of the door."

"Not until the power boost wears off," Rogue smirked.

"Great. Got any suggestions on what we can do?"

"Mastermind and Juggernaut are the most important mutants here. We'll need your help getting them down."

"I'm pretty sure J.C. and Verne will be able to take care of Mastermind," Marty said, watching as J.C. tried to kick Mastermind's legs out from under her. "Juggernaut's the big problem. I'm gonna get Doc and see what he thinks."

Cyclops nodded, firing another round at Blob. Marty ran over to his friend and pulled him into meta-time. "How are you doing?"

"Heartily wishing I was normal right now," Doc admitted.

"Can't say I blame you, Doc. You got any ideas on how to take down this guy?" Marty said, pointing at the currently-frozen Juggernaut.

"Not really," Doc confessed. "It seems almost impossible to stop him once he builds up some momentum, and he's obviously very thick-skinned." He looked the man up and down. "Short of slowing him down right now by tripping him, I'm not sure what we could do. We'll have to play it by ear."

"Damn. Well, at least I know you can take out Magneto -- I'll take you over to Cyclops, you can try and hit him with a double blast."

"Good idea." With a lot of pushing and grunting, they managed to tip Juggernaut forward enough to get him off balance, then jogged over to Cyclops. "You'll be all right on your own?"

"I'll be fine," Marty assured him. "They won't be able to touch me. You concentrate on taking out Helmethead." Doc smiled and nodded.

Time began again with Juggernaut causing a mini-earthquake as he fell. He looked rather confused as he got up. "All right, which one of you assholes tripped me?" he demanded, gearing up for another run.

"Right over here, you dick!" Marty yelled back. Juggernaut growled and ran at him. Marty easily timewarped out of the way, reappearing next to the fence. Juggernaut tried to turn and grab him, but Marty timewarped again, this time going behind him. They played this game for a while, Marty laughing as Juggernaut got more and more frustrated.

Juggernaut finally snapped. "Don't you know who I am?" he roared at Marty, who was beside the fence again. "I'm the Juggernaut, bitch!"

"Don't you mean, bastard?" Marty corrected, smirking. Juggernaut bellowed something unintelligible and raced at him again. Marty timewarped again, leaving Juggernaut to smash through the fence and head toward the street. Marty chuckled. "Maybe he'll finally just--"

A sudden scream tore through the air. Marty's blood turned to ice. _Oh, no. . .please, please don't let that be who I think it is. . . ._ He raced after Juggernaut.

The huge mutant grinned at him as he caught up. He was holding Douglas in his meaty hands, dangling him high above the ground. Douglas was crying loudly. "You put my son down," Marty growled, seeing red.

"Make me, shorty," Juggernaut laughed. He lowered Douglas to just within Marty's reach, then yanked him back up again as Marty grabbed at him. Marty jumped up as Juggernaut lowered his son again, and this time managed to grab his feet. Moments later, he found himself dangling as Juggernaut lifted them both.

"Daddy?" Douglas asked, looking terrified.

"I'll get us out of this, don't worry," Marty said, hanging on tight. _Jean? Can you do anything for us?_

He felt something wrap around his middle and yank him to the ground with surprising force. At the same time, Juggernaut yelped as a red flash of flame burned his hand. He nearly let go of Douglas, but at the last second managed to hold on. Marty got a sick sensation in his stomach as he realized he was still holding his son's feet. _Oh God no. Don't tell me I ripped him in half._

Then he looked up.

Douglas's body was stretched out between them like a long piece of taffy. Marty's eyes nearly popped out of his head. He and Jennifer had both been aware their children were mutants, but they hadn't expected them to express their powers until they were teenagers. _It must be the stress,_ he thought numbly. _Professor X did say that some mutants express their powers younger if they're under stress. Like when Jean saw her friend hit by that car. . .still, pretty damned weird!_

Douglas and Juggernaut had noticed what had happened as well. Startled, Juggernaut finally let go of the boy. Douglas snapped back like a rubber band, knocking both him and Marty to the ground. Marty immediately stopped time, clutching his son to his chest. "Douglas. . . . Man, kid, are you all right?" he asked, feeling him all over.

"Yeah," Douglas squeaked, white as a ghost. "Daddy, that was _weird_."

"I know, kid. Trust me, I know." Marty hugged Douglas tight. "But it's a good thing it happened when it did, right?"

"Yeah." Douglas experimentally stretched one of his arms. A small smile appeared on his face. "Neat."

Marty chuckled. "Maybe we should start calling you Mr. Fantastic or something." He got up and looked around. "Where's your mother and Clara?"

"Behind those trees," Douglas said, pointing to a few birches near the road. "We all ran to hide when Juggernaut came -- I just didn't run fast enough." He looked at the ground. "I'm sorry, Daddy."

"It's fine, son. Not your fault." Marty went behind the trees to find Jennifer, Clara, and Jules with horrified expressions frozen on their faces. A slight chill went up his spine as he realized he couldn't find Marlene. "Douglas, where's your sister?"

"Dunno," Douglas said, shrugging. "She was there, and then she wasn't."

"Damn, I hope she's all right. . . ." Marty started time again, hoping the mystery would solve itself when he talked to the girls.

Jennifer nearly burst into tears as her husband and son appeared next to her. "Douglas! Oh Douglas. . . ." She pulled him from Marty's arms and kissed him. "I was sure -- thank God you got there, Marty!"

"I had some help," Marty said, sending his thanks mentally to Jean. "Did you guys see what happened to Marlene?"

"She was here just a moment ago," Clara said, looking around frantically. "Marlene?"

"Marlie?" Jules said. "Marlene, where are you?"

"I'm right here."

Everyone started. The voice seemed to come from an empty spot between Jennifer and Jules. Marty frowned at it. "Marlene?" he said, reaching out. His hand touched what felt like a head.

"Yeah, Daddy?"

"Uh -- Marlene, you're invisible."

"I'm what?"

"Honey, we can't see you," Jennifer said weakly.

"You can't?" There was a moment's pause -- and suddenly Marlene was there, looking confused. "Am I back?"

"Yes you are," Marty said, kissing her forehead. "What happened there?"

Marlene shrugged. "I was so scared -- I didn't want the scary man to see me."

"Did ya see me stretch?" Douglas asked, getting excited now that he was out of danger.

"Yeah, that was cool!"

There was a soft "twhip" behind their heads. Moments later, Spider-Man swung over. "Is everything okay over here?" he asked, his voice clearly worried.

"Now it is," Jennifer said, hugging the twins. "But I think we'd better find a safer place to hide."

"Spidey, can you get them inside the mansion?" Marty asked. "They'd be safest in there."

"Sure, I -- hang on," Spidey said, noticing Juggernaut preparing another run. He squeezed his palm, and a huge glob of webbing flew into Juggernaut's eyes. The mutant yelled and started clawing at the stuff. "Sure I can," Spidey finished. "I'll have to make a couple of trips, though."

"So long as you take the kids first," Jennifer said.

"Always have." Spidey picked up Douglas and Marlene. "Ready to go webslinging, kids?"

"Yup," the twins chorused.

"Thanks a million for this, Pete," Marty said, relieved.

"Not a problem. You get out there and see what you can do to help stop this lunatic."

"I'll do my best." Marty ran back out as Juggernaut finally got the webbing off. "Hey, asshole, why don't you pick on somebody closer to your own size?"

As Marty lured Juggernaut back toward the school, Doc and Cyclops prepared themselves to take down Mastermind and Magneto. Cyclops readied his eye beam. "Where is she?"

"Right over there," Doc said, pointing. "Just past where Verne's birds went. On three?"

"On three," Cyclops nodded. "One -- two -- three!"

Cyclops hit Mastermind with a blast while Doc hit Magneto with the hardest shock he could produce. Both mutants screamed, but managed to remain upright. Mastermind's black eyes flashed angrily as her true, bald form was revealed. "How did you find me?" she snarled, advancing on them. "I've honed my illusions to perfection!"

"That doesn't matter against a mutant like me," Doc informed her, powering up for another strike. "I saw what you really were immediately."

"Then I'll just--"

Mastermind suddenly stopped, staring. Doc got suspicious and held up his hands. "One step closer. . . ."

"That hair. . . ." Mastermind said slowly. "You're -- you're Dr. Emmett Brown, aren't you?"

_Okay, I really should have gone for a full-head mask,_ Doc thought. _But why does she sound so surprised? Does knowing my other identity really make that big of a difference? _"I am, yes."

"What difference does it make who he is?" Magneto snapped, dodging a blast from Cyclops. "He is not on our side."

"He's the scientist who helped develop the Legacy cure," Mastermind replied, not taking her eyes off Doc.

"That was two years ago. I appreciate his efforts then, but he has unfortunately aligned himself with the wrong side. For the good of mutantkind, he needs to be taken out."

Mastermind spun to face Magneto, glaring daggers at him. "My father _died_ of Legacy! Or have you already forgotten about Jason Wynegarde? He considered you a friend, Lenscherr!"

"She's not the original Mastermind?" Doc asked Cyclops quietly, surprised.

"Nope. She inherited her powers from her father, Jason," Cyclops replied. "We fought him a couple of times before his death. He was pretty scrappy when cornered." He sent another blast toward Magneto, who was manipulating Wolverine again. "I hope his daughter didn't inherit that as well."

"The loss of your father was a tragedy, but that doesn't mean you can just quit fighting!"

"He stopped that terrible disease! If not for him and McCoy, we might all be dead!"

"Are you saying they've done more for mutantkind than I have?" Magneto asked dangerously.

"You know what?" Mastermind put her hands behind her head and walked over to the X-Men. "I think I am. I surrender, guys."

Doc and Cyclops looked at each other, startled. "Uh -- okay," Doc said.

"Fine! Then you can -- murrph!"

Magneto was suddenly silenced by what appeared to be a glob of black webbing. Everyone looked up to see Venom perched on what was left of the fence. "Is this a bad time?" he asked, waggling his tongue at them.

"Actually, we were kind of wondering where you'd gotten to," Verne admitted, sending more birds to annoy Blob.

"Sorry. There was a traffic accident, and we had to stop and help. We had to dispose of some policemen too."

"You killed police?" Hank said, grabbing Wolverine as he was once again thrown by Magneto. "Every officer in the city -- stop swearing, Logan, we got the point a long time ago, this sucks for you -- will be on your ass, as it were."

"Not kill," Venom corrected. "Stuck to a wall. They were afraid to let us help." He smirked. "We hope you're not the same way."

Magneto pulled the goo off his face. "Well well," he said, getting his breath back. "The wayward son returns." Venom hissed at him. "You'll have to excuse my lack of manners. I want you dead just as much as them now."

"That's what Mystique told us." Venom ran his tongue over his teeth, green spit dripping out of his mouth. "She was delicious."

Magneto's eyes widened. "You -- you killed Mystique? You killed Raven?"

"_Raven_?" Verne mouthed at Doc.

"Might have. Might not have. We bit her an awful lot, though."

Some of the fight went out of Magneto's eyes. "Oh God. . . . Raven. . . ."

"Aww, don't worry. If she is dead, you'll be seeing her again very soon." Venom sprang onto Magneto, jaws open wide for a killing bite.

_Great Scott!_ Doc thought. _I may not like Magneto, but not even he deserves to die like that!_ He reacted the only way he knew how -- by releasing a large burst of electricity into them both. Cyclops immediately followed with an eye-beam, apparently thinking the same way.

The result was quite satisfactory. Venom let out an inhuman shriek as the miniature bolt of lightning coursed through him. Doc could have even sworn that parts of his costume changed color briefly. Magneto, for his part, finally collapsed, not to stir again for the rest of the fight. Wolverine took the opportunity to kick him in the ribs, muttering more curse words under his breath.

Venom, looking furious, started running toward Doc. "How dare you! He was ours! We should--"

He suddenly paused, looking at something above Doc's head. "Spider-Man," he muttered. He glared into Doc's eyes. "We'll finish this later, Lightning." He shot some black webbing onto the school and swung his way up. Doc tried desperately to get off another shot, but Venom managed to dodge. He shattered an upper window with a kick and disappeared inside.

"Damn it!" Doc swore. "I could have had him!"

"Professor, we've got a breach! Tell the kids to stay away from the second-floor hallway!" Cyclops yelled. "Logan, see if you can get to him before he gets to Peter."

"Right," Wolverine nodded. Iceman and Rogue made way for him as he ran inside, claws extended.

Verne jogged over to join Doc and Cyclops. "Let's see -- Magneto's out for the count, Mastermind's surrendered--" he shot her an ugly look, which she ignored "-- and Jean's still handling Unas. That leaves Juggernaut and Blob."

"Blob's not that much of a threat," Hank said, also joining them. "But Juggernaut. . . ."

"Tell me about it," Marty panted, suddenly appearing beside them. "I'm exhausted! Cyclops, you gotta try blasting him again."

"I've tried again and again," Cyclops said, sounding irritated. "It doesn't help. His skin must be naturally resistant to the beams."

"Well, there's got to be some way to stop him. Has anyone asked Professor X if he knows of this guy?"

"Oh, he knows him all right. I asked him when Juggernaut first appeared. He's Professor Xavier's stepbrother."

"Huh?" Doc, Marty, and Verne chorused.

"Yeah, that's basically what we said," Iceman spoke up. "Apparently 'Cain' and Professor Xavier never liked each other much."

"We can see," Verne deadpanned.

Doc studied the hulking figure of Juggernaut as he came back onto the main campus. "He _must_ have a weakness, they all do. . . . Rogue, would you be willing to use your power on him?"

"I would, I'm just worried he would crush me before I'd get the chance," Rogue confessed. "I'm kinda scared, honestly."

"Trust me, we all are, a little. But there has to be--"

Doc blinked as Blob abruptly became semi-transparent. Beside him, Marty gasped. "Where'd he go?"

"He disappeared?" Doc shot a look at Mastermind, but she seemed just as confused as they were. "Well, it's an illusion, I can tell you that much."

Juggernaut seemed puzzled too, but quickly lost interest as he saw the group of X-Men in front of the school. "Hey! Charley in there?" he called, an evil smile gracing his lips. "Tell him that his big brother Cain's coming for him! Him and his stupid little school! Asshole should have left my mind alone when we were kids!" He charged.

The first instinct of the group was to scatter. Doc caught Cyclops and Marty by the arms, shaking his head. "No. He's not getting anywhere near here."

"What in the name of Albert Einstein are you talking about?" Hank demanded.

"We're about to get a demonstration of formerly-theoretical physics, Hank -- what happens when an unstoppable force meets an immovable object," Doc grinned. "The impact should be enough to throw Juggernaut off-balance at least. And when that happens, I say we take advantage of the situation to make sure he _doesn't_ get up again."

"Agreed," Cyclops said, starting to smile himself. "Rogue, get as close as you can. Iceman, you're next to me. Anybody who can throw anything at him, do it on my signal." Everyone nodded and got into position.

A moment later, Juggernaut plowed right into the invisible Blob. The impact was enough to knock Blob unconscious, and Juggernaut didn't look particularly steady either. "Now!" Cyclops said, hitting him square in the chest with his eye-beam. He was promptly followed by a burst of lightning from Doc, a spray of ice from Iceman, and a new flock of pigeons from Verne. Rogue grabbed his leg in the middle of the assault, shuddering as his psyche temporarily flooded hers. Not even a superbeing could take all of that at once. After a second of wavering, Juggernaut fell, unconscious.

"All right!" Marty gave high-fives to everyone. "We got him!"

"Yeah, we did," came J.C.'s voice. She appeared from the depression where she had been hiding. She looked a little dizzy, but otherwise okay. "Of course, I had to stun myself to set it up, but I think it was worth it."


	8. Chapter 8

Chapter 8

Wednesday, November 10th

8:59 A.M.

Venom raced down the hallway, extending long tentacles from his body to peek into the rooms. The students had immediately scattered upon his arrival, making his job much easier. There was no sign of Spider-Man as of yet, though. He _had_ encountered Wolverine -- after learning the mutant didn't know where Spider-Man was, he had thrown him through the closest window, wrapping his head with goo for good measure. He didn't think that would stop Wolverine forever, but hopefully it would be enough to keep him out of the way until he could track down Spider-Man. _We'll find him,_ he hissed confidently to himself. _We'll find him. And we'll make him pay for hurting Eddie._

Finally, he came to the end of the hall. Venom was about to proceed downstairs when one of his tentacles alerted him to Spider-Man's presence. He promptly spun and entered the last room on the left. Spider-Man was waiting for him, having taken up a protective position in front of a woman with two young children, another, older-looking woman with greying hair, and a young man. An obvious ruse to try and trick him, Venom thought. "Hello, Spider-Freak."

"Name-calling now, Venom? What happened to jumping on me and trying to eat a chunk out of my skull?"

Venom smirked. "As you wish." He took a flying leap at the superhero. Spidey webbed himself out of danger, leaving Venom to get a mouthful of carpet. The villain snarled and sent out tentacles to ensnare Spidey. Spider-Man countered by shooting what seemed to be almost gallons of webbing at him, essentially cocooning Venom. Venom managed to break free after a few minutes' struggle, and started chasing Spider-Man all over the room. "Your brains are ours!"

"Hey, I've been wondering -- what's with this 'our' business?" Spidey asked, back-flipping out of Venom's path. "It's kind of confusing."

"None of your business."

"Well, I would like to know who's trying to kill me." Spidey suddenly spun around and drove a rock-solid fist into Venom's face. "And who killed one of my best friends! Why'd you have to do that to Harry, you asshole?"

Venom was stunned for a moment. "Harry hated you! He brought us together to try and kill you!"

"I don't care! We could have worked things out! He was still my friend!" Spidey snarled, pounding on the symbiote.

"Ooookay," the other man said, lifting an eyebrow skeptically.

There was the sound of footsteps coming up the hall fast. A moment later, Doc, Marty, Verne, and J.C. burst in, huffing and puffing. "You all right?" Marty asked the others.

"So far," the younger woman said, pulling the twins into a corner.

Venom grinned at them. "We wouldn't hurt _you_. We're merely interested in the Spider-Freak here." Black tentacles wrapped themselves around Spider-Man's fists, forcing him to stop his assault. "He ruined our lives, and now he'll pay."

"Why am I always blamed for ruining someone's life?" Spidey asked, clearly annoyed. "Nobody wants to take responsibility for their actions anymore."

"We do," Venom replied, looking affronted. "What we do is destroy evil. We kill those who do evil to others. It may be a little bloody, but it certainly gets results." The tentacles grew longer, wrapping around Spider-Man tightly. "Here, let us show you."

Doc quickly hit Venom with a burst of electricity. Venom squealed and loosened his grip, allowing Spidey to escape. Venom turned on Doc. "I guess the Spider-Freak can wait. You're the bigger threat!"

Doc held up his hands, which were glowing with electricity. "You come anywhere near any of us, and I'll shock you into kingdom come," he warned.

"What is your deal with us, anyway?" J.C. demanded. "You say you want to protect innocents? That's our mission statement too!"

"Lies!"

"We were just fighting Magneto!" Verne pointed out. "You obviously realized he's evil."

Venom was unbalanced for a moment. For a moment, he had a faint whisper of doubt. _Are they really good? Are we fighting against the wrong people?_ Then he looked at Spider-Man, and certainty returned. "You help _him_," he spat, pointing at Spidey. "That alone taints you."

"Picky picky picky," Spidey remarked from the ceiling.

Doc released another shock. Venom screeched as the electricity tore through him. "Look at you," he muttered sadly. "You could have been an excellent hero, you know."

"Our father -- tried that trick many times," Venom said. The current was starting to take its toll -- he was feeling weaker than before. "We're immune to it now." He shot black webbing at Doc, binding his hands so he couldn't get off another shot. "We think we should deal with you in the same way we'd like to deal with him."

There was another clatter of footsteps behind them. Moments later, a round-faced, red-haired girl muscled her way into the room. "What's going on?" she asked frantically. "We saw Venom coming through here, and--"

Her voice suddenly died as she saw Venom standing right in front of her. Venom grinned in what he hoped was a reasonably friendly fashion. "Hello little girl."

"Tracey, we can take care of this," Verne said, trying to pull her away. "Go back downstairs, okay?"

Tracey didn't hear him at all. The whole of her attention was fixed on the being before her. With a horrified start, J.C. noticed that Tracey was starting to hyperventilate. "Shit! Tracey, NO!" she yelled.

But it was too late. Tracey Roarke, code-named Siryn, screamed.

Doc abruptly found himself on his knees, hands clamped so tightly over his ears his fingernails were digging into his scalp. It wasn't helping, though. The sound waves were lancing right through his bones, creating a pain unlike any other he had experienced. Around him, his other friends fell as every light bulb and window in the room shattered. _Damn it, someone has to silence her! _he thought desperately. _She could kill one of us with -- that --_

_voice. . . ._

Doc stared. When Tracey had started screaming, Venom had dropped to the floor like all the rest. But something very strange was happening to his costume. It appeared to be -- _dissolving_. Underneath it all was the large, brawny form of a man. Even the terrible toothy face disappeared, replaced by a fully-human head with curly blond hair. _That's Venom? Great Scott, I never would have believed it. . . ._

Tracey's voice was suddenly, mercifully cut off. After making sure his eardrums hadn't burst, Doc slowly got back to his feet. Marty was standing behind the young mutant, one hand over her mouth. "Don't -- do -- that," he whispered, eyes screwed up with pain.

The other occupants of the room started getting back up, whimpering and holding their heads. "Damn, that hurt," Verne muttered.

"What?" Jules almost yelled.

Tracey pulled away from Marty, looking absolutely horrified. "I'm sorry, I'm sorry, I'm sorry," she babbled, running from the room.

Marty started to go after her, but J.C. stopped him. "It's best if you just leave her alone. She always gets really upset when she slips up. Better to let her calm down first."

"Yeah -- ow," Marty said, wincing as he moved his head a little too quickly.

Doc turned his attention back to Venom. The supervillain was still on the floor, his costume in shreds -- though luckily there was still just enough black left to keep him decent. He appeared to be whimpering to himself. "Oh God it hurt it HURT my other hurt and now I'm alone so alone--"

Doc felt a sudden burst of hope. Tracey's voice had obviously affected him the most out of everyone -- had they finally stumbled upon a way to defeat Venom once and for all? _Come to think of it, he ran from the gunshots the first time we saw him. That suit seems to keep him safe from most physical injury -- even my lightning bolts don't seem to have left any lasting damage on his body -- so he must have been running from the sound! The only problem is, any sound loud enough to destroy his costume for good would most likely be harmful to us too. Hmm. . . ._

"Eddie?"

Doc's head snapped up. Spider-Man was staring at Venom. Doc couldn't see his expression, but his voice sounded pretty stunned. "Eddie Brock?"

Venom's -- Eddie's -- head lifted a little. "Ke-keep away from me, Spider," he said, in a pathetic attempt to sound menacing. "Y-you've already ruined my life."

To everyone's intense surprise, Spider-Man nodded. "Yeah, I guess I did," he said, sounding depressed. "I've got a knack for doing that."

Eddie lifted an eyebrow. "Just before, you were saying--"

"That's before I knew you were Eddie."

Eddie seemed utterly thrown by this. He looked at Spider-Man closely. "You sound familiar. . . ."

"You only just noticed?" Spidey shrugged fatalistically. "Hell, Gobby and Doc Ock both figured it out. Why don't we just cut to the chase?" With that, he pulled off his mask, revealing the face of Peter Parker.

If Eddie had seemed thrown before, it was nothing compared to this. His jaw hung open as he stared at his former coworker. "Parker? You're -- I -- I would have never guessed--"

"Well, I would have never guessed you were Venom." Peter looked at the black ooze, which was slowly beginning to spread over Eddie's body again. "What the hell happened to you, Eddie?"

"I needed money. So I agreed to help Osborn test out a new invention -- a supersuit. This." Eddie smirked a little. "He was gonna use it to kill you, Peter. He really hated you."

"I know," Peter said, fidgeting.

"Did you really kill Norman Osborn then?"

"Norman Osborn was killed by the Green Goblin," Peter said. "I was there, but I couldn't stop him. I merely took Norman's body back."

"I bet you're lying," Eddie said coldly. As more black flowed over him, his voice took on Venom's growling tone. "We know what you really are. We know you never cared for Eddie."

"Why the hell do you keep--"

Peter's eyes suddenly went as wide as dinner plates. "Eddie -- is that suit -- _sentient?_"

Eddie nodded, grinning. "Harry picked up an alien from somewhere in Kansas and unknowingly used it in the suit. It bonded with Eddie after we murdered him. Now we're Venom."

"Holy shit. This is Doc Ock all over again," Peter muttered, looking stunned.

"What?"

"Ock's tentacles seemed sentient too -- at least, it definitely looked like he listened to them." Peter shook his head. "Eddie, I never meant to get you fired! It was just a stupid accident! I tried to get Jameson to take you back, but -- he's _Jameson_."

"What about the Sin-Eater, Spider-Man? We might have been forgiven for the article on you if not for that embarrassment."

"I certainly didn't tell that guy to lie to you! Honestly, Eddie, I don't have it out for you! I haven't had it out for _any_ of the guys I've fought!" Peter scowled, then sighed deeply. "In fact, I -- I kind of respect you."

"You're lying!"

"No, I'm not. You're the first villain I've gone up against that didn't try to use other people against me. You never hurt Aunt May or M.J. Hell, you even _saved _a few people who were in danger of getting hurt during our fights." Peter managed a slight smile. "It's actually a nice change of pace."

Eddie frowned, looking suspicious. "You don't hate us?"

"I'm not exactly thrilled by the fact you want to eat my brains. And I can't say I agree with your crime-fighting methods."

"A few scumbags lose their lives? So what?" Eddie shrugged coldly.

"Well, there is the fact it usually freaks out whoever you're trying to help," J.C. said.

"We don't harm innocents!" Eddie protested with a snarl. The black was almost completely back, and Doc could see hints of Venom's eyes and jaw on Eddie's face.

"Look, you gotta admit your appearance is unnerving, to say the least."

"All the better to scare off the evil people."

"And everyone else within a ten-mile radius. You pair that face up with some good farts, you could own this city."

Eddie looked at Doc. "Is she always this smart-mouthed?"

"Usually," Doc deadpanned. "But she has a point. Your face doesn't advertise friendliness."

"It's not supposed to. It's supposed to strike fear into the hearts of evildoers." Venom waved at Peter. "His mask isn't exactly friendly either."

"Friendlier than yours," Peter retorted. "So the whole reason you wanted me dead is because I got you fired accidentally?"

"You ruined our lives," Venom snapped sulkily, now completely covered in the symbiote again. "Eddie has nowhere to go anymore. No job, no home, no nothing. We live merely to save innocents. To take your place, and to be better at it then you ever were."

"What about all the innocents Peter saves?" Verne spoke up.

"We could save them as well. And more besides. After all, we don't bother with the police."

"Trust me, you will," Peter said, starting to turn red. "One day, they'll figure out how to defeat you, Eddie. And you'll end up in jail."

"And then I'll just break out and go back to doing what I do best."

"Oh? You can't be everywhere all the time. People will always slip through the cracks!" Peter abruptly got in Venom's face, eyes shining brightly with anger. "Do you have any idea how guilty I feel _every single day_! My uncle Ben _died_ because I was too damn full of myself to stop a thief! My wife has been put in mortal danger _twice_ from freaks like you! Same with my Aunt May! People all over this city die because I can't get to them in time! I have nightmares almost every single night about the stuff I've seen! Do you think I _liked_ getting you fired, Eddie! Do you think I _liked_ seeing one of my few real friends on the Bugle have to leave because of me? Do you!"

Venom wasn't exactly sure when he had ended up backed against the wall, but here he was. Peter was staring him straight in the eyes, breathing heavily. "Not -- not when you put it like that," he admitted.

Peter eased back, looking slightly embarrassed. "You were a good guy, Eddie," he said quietly. "I'm sorry about what happened, and I'm glad that you're not going around randomly killing innocent people. But I'm not gong to let you get away with hurting any of my friends." He lifted his arm, preparing to punch Venom through the wall.

Venom quickly grabbed it. "Wait, Peter." He smiled, looking almost -- friendly. "We've obviously made a huge mistake. You're right -- we'd never get to everyone in time. How about we make a deal instead?"

"A deal?" Peter asked suspiciously.

"You don't bother me, I don't bother you. We both keep fighting for the innocents in this city." Venom smirked. "You be day shift, I be night shift."

Peter still looked uneasy. "What about your methods? I don't know if I could cooperate with a murderer."

"All right, all right, we'll try to hold ourselves in check more," Venom grumbled. "We'll just chew on them a little."

"What about us?" Doc asked, keeping his hands well-charged. "Are you going to leave the X-Men alone as well?"

Venom suddenly looked almost embarrassed. "Yeah. We owe 'em that much, for nearly siding with Magneto. He was the one working with Harry with the symbiote. He convinced us that you were the bad guys."

Marty leaned his head against the doorframe, groaning. "So Harry was going to be Venom. New York is just too fricking weird."

Venom grinned again. "We've always thought so." He stuck out his hand. "So, do we have a deal, wall-crawler?"

Peter looked at it for a long moment. Then he shook it. "We've got a deal, Venom."


	9. Chapter 9

Chapter 9

Saturday, November 13th, 2004

New York, New York

4:18 P.M.

Doc folded up his last shirt with an air of satisfaction. "Finally done. After what's happened in the past few days, it'll feel good to get home."

"I know," Clara agreed, stacking the folded clothes into their suitcase. "I've never liked it when you've had to fight against supervillains. I always wonder if I'm ever going to see you again."

"I know the feeling, _mein Liebe_." Doc reached out and pulled her close. "But I'll always do my best to stay alive for you and the kids." Clara smiled and kissed him.

There was a sudden giggle to their left. Doc and Clara turned, frowning. "Marlene. . . ."

Marlene reappeared, grinning. "It's fun," she said in her defense.

"That may be so, but you can't go around spying on people," Doc said sternly. "Your powers are supposed to be used for good."

"Yes, I fail to see the entertainment value in watching Emmett and me kiss," Clara agreed. Marlene pouted. "Do your parents know you're over here?"

Marlene shook her head. "Daddy's helping Mommy pack."

"Marlene? Where are you?"

Marlene looked startled. "He _was_ helping Mommy pack. . . ."

"No doubt he used _his_ power to speed things up a bit," Doc smiled. "You'd better get back over there."

"Okay. Here I am, Daddy!" Marlene called, running back down the hall to the McFly's room.

Verne appeared from his room, lugging his suitcase. "Just said goodbye to all the pigeons," he said, looking a little sad. "I'm actually going to miss those birds. We were a great team here."

Doc patted Verne on the shoulder. "Indeed you where. I'm sure those pigeons will be getting a lot more respect from New York."

"At least until they start pooping on everything again, anyway."

Jules came in as well, holding both his suitcase and a letter. "We ready to hit the road?"

"Almost. Who's the letter for?" Clara asked curiously.

"Uh -- no one," Jules blushed, trying to hide it. "Just a friend."

"Is that friend named Martinique? A.k.a. Mastermind?" Verne teased, poking his brother in the ribs.

Jules blushed harder. "Please don't be upset," he begged his parents. "I know she's in jail for working with Magneto, but -- we got to talking after the fight, and she really didn't seem all that bad. At least, she didn't call all humanity scum."

"We know, Jules," Clara said soothingly. "You're an adult now -- we certainly can't make you choose your friends. And the fact that she surrendered to us is a real point in her favor."

"Just be careful, all right?" Doc said. "She _was_ a member of the Brotherhood, no matter how nice she may act."

"I know, Dad, and I will."

There was a knock at the door. "How are you doing in there, Doc?" Marty's voice called.

"Just waiting on J.C.," Doc said. "Come on in."

The McFly family filed in. "Well, just another fun-filled adventure in New York," Marty commented. "God, it's weird to think that just two years ago our 1987 selves were here and meeting the X-Men for the first time. Speaking of which, where is J.C.?"

"Just finishing my packing," J.C. called. "I've picked up a few souvenirs."

"Oh, okay," Marty called back. "Souvenirs?" he added to Doc.

"Don't ask me," Doc admitted, shrugging. "Knowing her, though, they're sure to be unique."

Suddenly, there was an audible "twhip" by their window. A moment later, the red and blue figure of Spider-Man filled the frame. Jennifer laughed and opened the window. "Hey Peter."

"Hey Jennifer. I just wanted to stop by and wish you guys a safe trip back home. I know it's been a tough few days for all of us."

"Tell me about it," Marty groaned. "I'm going to have Juggernaut nightmares for months now, I just know it."

The twins hugged his legs. "Don't, Daddy," Douglas said, stretching his arm to pat his father on the shoulder. "We're fine. He didn't get us."

"I know, kids. And I'm beyond glad he didn't." Marty picked them up and hugged them tight. "I love you both so much. Thank God your powers expressed when they did."

"Excited to have mutant kids in the family?" Peter asked, cocking his head.

"Sort of -- though it's me against three now," Jennifer said, chuckling a little. "Hopefully they won't be any harder to handle then their father."

"I'm just a phone call away if you need advice," Clara reminded her.

"So am I," Jules nodded.

"Thanks guys. I really appreciate it."

"Peter's here?" J.C. rushed in, holding a jar. "Good. Pete, do you mind giving me some of your webbing?"

"My what?"

"Your webbing. It's for my collection."

"What _is_ your collection?" Doc asked, puzzled.

"Just stuff to remind us of our trip," J.C. said, shrugging.

"Like we need reminding," Verne snorted.

"Ha ha. I've got a copy of _The Daily Bugle_, a flower from Pete's wedding, a piece of cloth that ripped off Blob's uniform, one of the Professor's old lesson plans, and _formerly_ some of Pete's webbing. It appears to have been misplaced."

"Actually, it's more likely that it dissolved away," Peter admitted. "My webbing's never been that permanent."

"Oh." J.C. pouted. "Damn. I really wanted some."

"But what would you _do_ with it?" Jules asked, baffled. "I mean, how exactly do you display _webbing_? Outside of Halloween, anyway."

"It's still fun to have. Anything else you could spare for me, Peter?" J.C. asked. "Like, got any old costume bits lying around or something?"

"Actually, weirdly enough, I think I do," Peter admitted. "I've still got one of my old trashed costumes -- keep meaning to have it fixed, but I never remember. Want anything from that?"

"Sure! Just something like a glove or an eyepiece will be fine," J.C. grinned. "Thanks a lot."

Another loud "thwipp," and Venom joined them, grinning widely. "Back to California?"

"Yup," Marty said evenly, holding his kids close. Despite the fact that Venom had reformed, he still wasn't that comfortable around him. "New York is just too strange."

"We'll agree with that," Venom nodded. He looked over at Peter. "What have you stopped today?"

"Two muggings, a robbery, and I saved some kids from a homemade bomb. You?"

"Prevented three traffic accidents and stopped one mugging. Don't worry, we didn't eat him," he added, noticing everyone's suspicious looks. "Just a quick bite on the arm. Something to think about."

"Good." Verne shook his head. "It's still kind of weird to think of you as a good guy."

Venom actually looked a little embarrassed. "We know. We are sorry for trying to attack you before. We really did think we were doing the right thing."

"We know. Thanks for learning from your mistakes."

"Hey, Venom, want to contribute to my souvenir collection?" J.C. grinned.

"She's collecting bits and pieces from our adventures here," Marty explained. "Personally, I don't see why. Whenever we _have_ an adventure, we generally end up bruised and bloody."

"I find them inspiring. And in my line of work, I need a lot of inspiration. So what do you say, Eddie?"

Venom licked his lips thoughtfully. "We're not sure what exactly we could donate."

"Well, does _your_ webbing dissolve away to nothing?"

"Not to our knowledge. It merely weakens." Venom smirked at Peter. "Unlike yours."

"At least mine doesn't argue with me about what to make for breakfast."

J.C. held out her jar. "Then mind squirting me a bit?"

Venom obliged, and soon black webbing filled the jar. J.C. screwed the lid on tight. "Thanks a bunch."

"Our pleasure."

There was a sudden wail of sirens from down the street. Peter's and Venom's heads snapped toward the sound. "Uh-oh. We'd better check that out." Peter looked sternly at Venom. "Now remember, no attacking the police."

Venom grumbled. "We don't attack the police. The police attack us. We have to defend ourselves."

"Then keep it to just webbing up their guns. You really don't need to cocoon people."

"Come on, the looks on their faces are priceless."

"Eddie. . . ."

"Okay, okay, we'll be good." He grinned toothily at Peter. "Sometimes we think we should have eaten your brain just so you couldn't lecture us."

They couldn't see it, but the rest of the group could tell by the tilt of his head that Peter was rolling his eyes. "You guys care to join us?"

"We'd prefer not to," Doc said. "I want all of us to get to the airport in one piece."

"I gotta agree," Marty nodded. "This past week took a lot out of me. We don't fight supervillains regularly like you guys do."

"Good point. Have a safe trip home, then. I'll mail the costume part to you, J.C."

"Thanks Pete." Spidey and Venom swung off, ready to fight crime.

"You know, I'm glad this particular fight ended without a lot of bloodshed," Clara admitted as they finished packing up. "And with Venom and Mastermind coming over onto our side. I guess some of the villains aren't that bad."

"Yeah, but most of them are," J.C. said, putting her jar away. To herself, she muttered, "Jewish or not, that asshole's still a Nazi."

"He has his ideals, we have ours," Doc said, overhearing. "Of course, he's in a jail cell, and we're not."

"Is he back in that plastic prison they constructed in Mount Haven?" Jules asked as they gathered their bags.

"I believe so, for the moment. I think Xavier's trying to get him moved. Says that Mount Haven has too many bad memories for all concerned."

"I believe that," Jennifer said with a shudder. "I still remember when we lived through the near double-genocide."

Marty winced. "Not fun."

"We don't remember that," Marlene said, looking puzzled.

"Be thankful you don't, sweetie," Jennifer said. "It was a very scary day."

"I don't even want to think about it," Clara said, hugging a suitcase. "I just want to go home, where life is nor -- well, _more_ normal."

"Hear hear!"

They lugged their suitcases out of their rooms and into the lobby. Jennifer went to take care of a cab while the twins chased each other around. Doc and Marty looked out the large glass windows and down the street. More police cars were zooming by, sirens wailing. "Man, there must be something big going down," Marty commented, frowning.

Suddenly, his eyes went wide. "What the _hell_?"

"Great Scott!" Doc gasped. "I don't believe it!"

Thundering up the road before them was a giant robot! Huge tank-like treads propelled it forward, mercilessly crushing everything in its path. Two huge arms, with vise-like hands, were extended outward in an attack position. Doc and Marty could see that Spider-Man and Venom were the ones currently being attacked. There was a large viewport in the robot's head, through which there could be seen a figure, laughing maniacally. "If you two think you can stop me, you don't know Jack All!" he yelled through a hidden loudspeaker.

Marty couldn't help rolling his eyes. "Why do they always pick such dumb names?"

By now, the rest of the group had also seen what was going on. "Wow!" Douglas gasped. "That looks like a robot from a cartoon!"

"Well, technically, it's not a robot," Doc said. "Robots don't have operators."

"Whatever it is, it's wrecking the street," Jules noted. "And it doesn't look like Spidey and Venom are having much luck disabling it."

There was a pause. Then, slowly, Doc, Marty, Verne, and J.C. looked at their families. Clara sighed and smiled. "I guess we can stomach one more adventure."

"Besides, I need to mail my letter," Jules winked.

Jennifer kissed Marty on the cheek. "Go get 'em, tiger."

The X-Men smiled. Then, just like that, they were out on the street, in full costume. "Hey!" Marty yelled as they ran up to the robot. "Is that the new Hummer?"

Clara rolled her eyes. "Why do they always feel the need to make such terrible jokes?"

"Morale boosters," Jules said. "And the jokes go with the awful names the villains pick. I'm going to go mail this before Jack All tears up the rest of the street."

"Yeah, we're going to have to wait a while for a cab now," Jennifer said, sitting down. Through the window, she could see that the robot had finally stopped. Spidey and Venom were both pounding on the viewport plastic, while Doc doused the robot with electricity to fry the inner workings. As usual, Verne and J.C. were working on dispersing the crowd. She didn't see her husband, but she had no doubt he was doing something important. "Yup," she grinned at Clara, "just another average day in your average superhero family. Douglas, Marlene, don't hit each other with your suitcases."

The End


End file.
